Paramount Global offers to purchase five notes for up to $1 billion

By Wendy Van Sickle

Columbus, Ohio, Nov. 2 – Paramount Global announced it will commence cash tender offers for any and all of the notes from two series and a capped amount of three additional series, according to a news release Thursday.

Under the offers, the company will pay a total combined purchase price of up to a $1 billion for the notes.

Any-and-all offers

The notes covered under the any-and-all offers are

• $555 million outstanding 4.75% senior notes due 2025 (Cusip: 92556HAA5), for a purchase price that will be based on the 2.75% U.S. Treasury note due May 15, 2025 plus a spread of 50 basis points; and

• $124.19 million outstanding 3.45% senior notes due 2026 (Cusip: 92553PBB7), for a purchase price that will be based on the 4.625% U.S. Treasury note due Oct. 15, 2026 plus a spread of 170 bps.

The any-and-all offers will expire at 5 p.m. ET on Nov. 9, which is also the withdrawal deadline for that offer. Pricing for the any-and-all offer is set for 2 p.m. ET on Nov. 9.

Settlement is expected on Nov. 15.

Capped offers

The company will purchase notes from the following series, listed in order of acceptance priority, for a total amount of up to $1 billion, less the total purchase price of the notes tendered under the any-and-all offers:

• $800 million outstanding 4% senior notes due 2026 (Cusip: 124857AQ6), for a total purchase price that will be based on the 4.625% U.S. Treasury note due Oct. 15, 2026 plus a spread of 120 bps;

• $700 million outstanding 2.9% senior notes due 2027 (Cusip: 124857AR4), for a total purchase price that will be based on the 4.875% U.S. Treasury note due Oct. 31, 2028 plus a spread of 195 bps; and

• $500 million outstanding 3.375% senior notes due 2028 (Cusip: 124857AT0), for a purchase price that will be based on the 4.875% U.S. Treasury note due Oct. 31, 2028 plus a spread of 240 bps.

For each series covered under the capped offer, the total purchase price will include an early tender premium of $30 per $1,000 principal amount that will be paid only to holders who tender their notes by 5 p.m. ET on Nov. 16, which is also the withdrawal deadline for that offer. This offer will expire at 5 p.m. ET on Dec. 4.

Pricing for the capped offer is to take place at 10 a.m. ET on Nov. 17. Early settlement is slated for Nov. 21 and final settlement for Dec. 6.

Holders of all notes tendered and accepted under the offers will also receive payment of accrued interest, in addition to their considerations.

Details

RBC Capital Markets, LLC (212 618-7843, 877 381-2099 or at liability.management@rbccm.com), SMBC Nikko Securities America, Inc. (888 284-9760 or liabilitymanagement@smbcnikko-si.com), TD Securities (USA) LLC (212 827-2842, 866 584-2096 or LM@tdsecurities.com) and Wells Fargo Securities, LLC (704 410-4756, 866 309-6316 or liabilitymanagement@wellsfargo.com) are the dealer managers.

Global Bondholder Services Corp. (855 654-2015, 212 430‑3774 or contact@gbsc-usa.com.) is the tender agent.

The media and entertainment company, formerly called ViacomCBS Inc., is based in New York.

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