Viacom Announces Early Results of its Cash Tender Offer for a Portion of its Outstanding 6.25% Senior Notes Due 2016 and an Increase in the Aggregate Principal Amount of Senior Notes Sought Thereunder

Mar 01, 2011, 08:00 ET from Viacom Inc.

NEW YORK, March 1, 2011 /PRNewswire-FirstCall/ -- Viacom Inc. (NYSE: VIA, VIA.B) today announced the results to date for the previously announced cash tender offer for a portion of its outstanding 6.25% Senior Notes due 2016 (the "2016 Notes") and an increase in the aggregate principal amount of 2016 Notes sought thereunder from up to $500,000,000, as previously announced, to $576,488,000 (thereby amending the Tender Cap as previously defined in the Offer to Purchase (defined below)).  All other terms and conditions of the tender offer remain unchanged. The tender offer is scheduled to expire at midnight on March 14, 2011, unless the tender offer is extended or terminated. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated February 14, 2011 (as amended by this press release, the "Offer to Purchase") and related Letter of Transmittal.

The aggregate principal amount of 2016 Notes validly tendered as of 5:00 p.m., New York City time, on February 28, 2011 (the "Early Tender Date"), and not validly withdrawn as of 5:00 p.m., New York City time, on February 28, 2011 (the "Withdrawal Date"), was $576,488,000, representing approximately 38.43% of the $1,500,000,000 aggregate principal amount of outstanding 2016 Notes. Pursuant to the proration procedures described in the Offer to Purchase, Viacom has accepted for purchase today $191,895,000 of the 2016 Notes validly tendered as of the Early Tender Date and not validly withdrawn as of the Withdrawal Date, representing 33.33% of such 2016 Notes.  Payment is expected to be made March 1, 2011 (the "Early Settlement Date") for such 2016 Notes accepted for purchase.

The holders of the 2016 Notes accepted for purchase today will be entitled to receive the total consideration of $1,154.51 per $1,000 principal amount, which includes an early tender premium of $30 for each $1,000 principal amount of 2016 Notes. Viacom will also pay accrued and unpaid interest on the 2016 Notes accepted for purchase today from the last interest payment date (October 30, 2010) up to, but not including, the Early Settlement Date.

Tendered 2016 Notes may no longer be withdrawn. 2016 Notes validly withdrawn on or prior to the Withdrawal Date may be re-tendered at any time prior to the expiration of the tender offer. The tender offer is subject to certain customary conditions. The tender offer is not conditioned on the tender of a minimum principal amount of 2016 Notes. Viacom may amend, extend or, subject to certain conditions, terminate the tender offer at any time.

For this tender offer, Viacom has retained BofA Merrill Lynch, Mitsubishi UFJ Securities, Morgan Stanley, and Wells Fargo Securities to serve as dealer managers, and Global Bondholder Services Corporation to serve as the information agent and depositary.

Requests for the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (U.S. toll free) or at (212) 430-3774 (collect), or in writing to 65 Broadway - Suite 404, New York, NY 10006, Attention: Corporate Actions. Questions regarding the tender offer may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (U.S. toll free) or (980)-388-9217 (collect), Mitsubishi UFJ Securities (USA), Inc. at (877) 649-6848 (U.S. toll free) or (212)-405-7440 (collect), Morgan Stanley & Co. Incorporated at (800) 624-1808 (U.S. toll free) or (212) 761-0858 (collect), or Wells Fargo Securities, LLC at (866) 309-6316 (U.S. toll free) or (704) 715-8341 (collect).

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to buy the 2016 Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. The offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Viacom, the dealer managers, the depositary or the information agent is making any recommendation as to whether or not holders should tender their 2016 Notes in connection with the tender offer.

About Viacom

Viacom is home to the world's premier entertainment brands. Through its BET Networks, MTV Networks and Paramount Pictures divisions, Viacom connects with audiences through compelling content across television, motion picture, online and mobile platforms in more than 160 countries and territories. With approximately 170 media networks reaching more than 600 million global subscribers, Viacom's leading brands include MTV, VH1, CMT, Logo, BET, CENTRIC, Nickelodeon, Nick Jr., TeenNick, Nicktoons, Nick at Nite, COMEDY CENTRAL, TV Land, Spike TV and Tr3s. Paramount Pictures, America's oldest film studio and creator of many of the most beloved motion pictures, continues today as a major global producer and distributor of filmed entertainment. Viacom operates more than 500 branded digital media properties, including several of the world's most popular destinations for entertainment, community and casual online gaming.

For more information about Viacom and its businesses, visit www.viacom.com.

Cautionary Statement Concerning Forward-Looking Statements

This news release contains both historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements reflect the Company's current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the public acceptance of the Company's programs, motion pictures and other entertainment content on the various platforms on which they are distributed; technological developments and their effect in the Company's markets and on consumer behavior; the impact of piracy; competition for audiences and distribution; fluctuations in the Company's results due to the timing, mix and availability of the Company's motion pictures; economic conditions generally, and in advertising and retail markets in particular; changes in the Federal communications laws and regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings with the Securities and Exchange Commission, including its Fiscal Year 2010 Transition Report on Form 10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

SOURCE Viacom Inc.



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