ViacomCBS increases tender cap for 11 series of notes to $2 billion

By Sarah Lizee

Olympia, Wash., May 12 – ViacomCBS Inc. announced that it will double to $2 billion the maximum amount of its cash tender offers for notes originally issued by CBS Corp. or one of its predecessors, CBS Broadcasting Inc. or one of its predecessors or Viacom Inc.

The company announced the cap increase Tuesday evening, after announcing the tender for up to an original $1 billion of the notes earlier in the day.

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

The following notes are included in the tender offer, listed in order of acceptance priority level:

• $600 million of 3.875% senior notes due 2021 (Cusip: 92553PAJ1) with pricing to be set using the 0.125% Treasury due April 30, 2022 plus 130 basis points;

• $400 million of 2.5% senior notes due 2023 (Cusip: 124857AS2) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 165 bps;

• $400 million of 2.9% senior notes due 2023 (Cusips: 124857AY9, 124857AU7, U1492DAB7) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 170 bps;

• $181.61 million of 3.25% senior notes due 2023 (Cusip: 92553PAR3) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 180 bps;

• $1.25 billion of 4.25% senior notes due 2023 (Cusip: 92553PAT9) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 180 bps;

• $45,882,000 of 7.125% senior notes due 2023 (Cusip: 124845AF5) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 205 bps;

• $186,998,000 of 7.875% debentures due 2023 (Cusip: 960402AS4) with pricing to be set using the 0.25% Treasury due April 15, 2023 plus 205 bps;

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

• $700 million of 3.375% senior notes due 2022 (Cusip: 124857AG8) with pricing to be set using the 0.125% Treasury due April 30, 2022 plus 135 bps;

• $195,375,000 of 3.125% senior notes due 2022 (Cusip: 92553PAM4) with pricing to be set using the 0.125% Treasury due April 30, 2022 plus 150 bps; and

• $49,553,000 of 2.25% senior notes due 2022 (Cusip: 92553PBA9) with pricing to be set using the 0.125% Treasury due April 30, 2022 plus 145 bps.

The maximum amount of the 2057 debentures that will be purchased in the offers will be capped at $130 million.

The offers are scheduled to expire at 11:59 p.m. ET on June 9.

Tendered securities may be withdrawn on or prior to 5 p.m. ET on May 26.

Holders who tender their notes on or prior to 5 p.m. ET on May 26 and whose notes are accepted for purchase will receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 principal amount of securities accepted for purchase.

Pricing will be determined at 10 a.m. ET on May 27.

Holders will also receive accrued interest.

Early settlement is expected for May 28.

Final settlement is set for June 11.

Tendered notes may be subject to pro rata scaling.

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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