ViacomCBS gives final results of tender offer for 11 series of notes

By Sarah Lizee

Olympia, Wash., June 10 – ViacomCBS Inc. announced the final results of its cash tender offers for up to $2 billion of notes originally issued by CBS Corp. or one of its predecessors, CBS Broadcasting Inc. or one of its predecessors or Viacom Inc.

By the expiration time, 11:59 p.m. ET on June 9, holders of about $1,736,402,000 of notes tendered their notes under the offers. By 5 p.m. ET on May 26, the early deadline, holders had tendered $1.59 billion of notes under the offers, as previously reported.

The following notes will be accepted for purchase, listed in order of acceptance priority level:

• $259,603,000 of the $600 million of 3.875% senior notes due 2021 (Cusip: 92553PAJ1) with pricing set using the 0.125% U.S. Treasury due April 30, 2022 plus 30 bps for a total consideration of $1,016.45 per $1,000 of notes;

• $203,434,000 of the $400 million of 2.5% senior notes due 2023 (Cusip: 124857AS2) with pricing set using the 0.25% Treasury due April 15, 2023 plus 165 bps for a total consideration of $1,016.45 per $1,000 of notes;

• $156,672,000 of the $400 million of 2.9% senior notes due 2023 (Cusips: 124857AY9, 124857AU7, U1492DAB7) with pricing set using the 0.25% Treasury due April 15, 2023 plus 170 bps for a total consideration of $1,028.16 per $1,000 of notes;

• $40,202,000 of the $181.61 million of 3.25% senior notes due 2023 (Cusip: 92553PAR3) with pricing set using the 0.25% Treasury due April 15, 2023 plus 180 bps for a total consideration of $1,030.74 per $1,000 of notes;

• $409,266,000 of the $1.25 billion of 4.25% senior notes due 2023 (Cusip: 92553PAT9) with pricing set using the 0.25% Treasury due April 15, 2023 plus 180 bps for a total consideration of $1,065.19 per $1,000 of notes;

• $11,147,000 of the $45,882,000 of 7.125% senior notes due 2023 (Cusip: 124845AF5) with pricing set using the 0.25% Treasury due April 15, 2023 plus 205 bps for a total consideration of $1,159.59 per $1,000 of notes;

• $47,737,000 of the $186,998,000 of 7.875% debentures due 2023 (Cusip: 960402AS4) with pricing set using the 0.25% Treasury due April 15, 2023 plus 205 bps for a total consideration of $1,175.51 per $1,000 of notes;

• $130 million of the $650 million of 5.875% junior subordinated debentures due 2057 (Cusip: 92553PBD3) for a total consideration of $950 per $1,000 of notes;

• $284,069,000 of the $700 million of 3.375% senior notes due 2022 (Cusip: 124857AG8) with pricing set using the 0.125% Treasury due April 30, 2022 plus 135 bps for a total consideration of $1,027.50 per $1,000 of notes;

• $77,757,000 of the $195,375,000 of 3.125% senior notes due 2022 (Cusip: 92553PAM4) with pricing set using the 0.125% Treasury due April 30, 2022 plus 150 bps for a total consideration of $1,025.59 per $1,000 of notes; and

• $14,335,000 of the $49,553,000 of 2.25% senior notes due 2022 (Cusip: 92553PBA9) with pricing set using the 0.125% Treasury due April 30, 2022 plus 145 bps for a total consideration of $1,009.84 per $1,000 of notes.

As previously reported, the offers were amended so that holders of all series who validly tendered their notes following the early tender deadline and on or prior to the expiration date were also eligible to receive the early tender premium of $30.00 per $1,000 principal amount of notes accepted for purchase.

Pricing was determined at 10 a.m. ET on May 27.

The company had said that it planned to accept for purchase all notes tendered by the early tender date, except for any 2057 debentures that exceeded the sub-cap of $130 million. Because the amount of 2057 debentures purchased on the early settlement date was be equal to the sub-cap, the company did not accept any more tendered 2057 debentures for purchase.

The tender cap of $2 billion was increased from $1 billion originally.

Tendered securities may no longer be withdrawn.

Holders will also receive accrued interest.

Early settlement was expected for May 28.

Final settlement is set for June 11.

Tendered notes may be subject to pro rata scaling.

ViacomCBS also priced $2 billion of senior notes (Baa2/BBB/BBB) in two tranches on May 12.

The dealer managers are Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Deutsche Bank Securities Inc. (212 250-2955, 866 627-0391), J.P. Morgan Securities LLC (212 834-3424, 866 834-4666) and Mizuho Securities USA LLC (212 205-7736, 866 271-7403).

The information and tender agent is Global Bondholder Services Corp. (866 924-2200, 212 430-3774, contact@gbsc-usa.com).

The media and entertainment company is based in New York.

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