ViacomCBS announces pricing, early results of $2 billion tender offer

By Sarah Lizee

Olympia, Wash., May 27 – ViacomCBS Inc. announced the pricing and early 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 early deadline, 5 p.m. ET on May 26, holders had tendered $1.59 billion of notes under the offer, according to a press release issued Wednesday morning.

The company also said that holders of all series who validly tender their notes following the early tender deadline and on or prior to the expiration date, 11:59 p.m. ET on June 9, will also receive the early tender premium of $30.00 per $1,000 principal amount of notes accepted for purchase.

ViacomCBS also said it changed the fixed spread for the total consideration to be paid for all 3.875% senior notes due 2021 validly tendered and accepted for purchase to 30 basis points over the yield to maturity based on the bid side price of the 0.125% U.S. Treasury due April 30, 2022.

The following notes have been tendered under the offer so far, listed in order of acceptance priority level:

• $170,045,000 of the $600 million of 3.875% senior notes due 2021 (Cusip: 92553PAJ1) for a total consideration of $1,052.36 per $1,000 of notes;

• $169,941,000 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;

• $156,607,000 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;

• $39,549,000 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;

• $406,345,000 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;

• $11,044,000 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;

• $47,557,000 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;

• $232.18 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;

• $271,186,000 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;

• $76,054,000 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

• $14,077,000 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.

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

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

As previously reported, 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 is 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 Tuesday.

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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