By Abigail W. Adams
Portland, Me., March 24 – ViacomCBS Inc. priced $1 billion of $100-par three-year series A mandatory convertible preferred stock after the market close on Tuesday at par with a dividend of 5.75% and a threshold appreciation premium of 17.5%, according to an FWP filing with the Securities and Exchange Commission.
Pricing came at the cheap end of talk for a dividend of 5.25% to 5.75% and a threshold appreciation premium of 17.5% to 22.5%.
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Siebert Williams Shank & Co., LLC were bookrunners for the registered offering, which carries a greenshoe of $150 million.
The preferred stock is convertible into the company’s class B common stock.
They are convertible at the minimum conversion rate prior to maturity.
Upon a fundamental change, they are convertible at the fundamental change conversion rate with a dividend make-whole.
Concurrently, the company priced a secondary offering of 20 million shares of its class B common stock at a public offering price of $85.00.
The secondary offering carries a greenshoe of 3 million shares.
Net proceeds from the convertible preferred stock offering are expected to be $983.09 million or will be $1.13 billion if the greenshoe is exercised in full.
Net proceeds from the common stock offering are expected to be $1.67 billion or will be $1.93 billion if the greenshoe is exercised in full.
Proceeds from the combined offerings will be used for general corporate purposes, including investments in streaming.
ViacomCBS is a New York-based global media and entertainment platform.
| Issuer: | ViacomCBS Inc.
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| Securities: | Series A mandatory convertible preferred stock
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| Amount: | $1 billion
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| Greenshoe: | $150 million
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| Maturity: | April 1, 2024
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| Bookrunners: | Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Siebert Williams Shank & Co., LLC
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| Co-managers: | BNP Paribas Securities Corp., RBC Capital Markets LLC, U.S. Bancorp Investments, Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, SG Americas Securities, LLC, MUFG, CastleOak Securities, LP, Samuel A. Ramirez & Co., Inc., Academy Securities, Inc., R. Seelaus & Co., LLC, Wells Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Intesa Sanpaolo SpA and ICBC Standard Bank plc
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| Dividend: | 5.75%
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| Price: | Par of $100
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| Yield: | 5.75%
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| Appreciation premium: | 17.5%
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| Appreciation price: | $99.87
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| Conversion rate: | Maximum of 1.1765 and minimum of 1.0013
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| Pricing date: | March 23
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| Settlement date: | March 26
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| Distribution: | Registered
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| Talk: | Dividend of 5.25% to 5.75% and initial conversion premium of 17.5% to 22.5%
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| Stock symbol: | Nasdaq: VIAC
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| Stock price: | $85.00 in concurrent offering
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| Market capitalization: | $56.53 billion
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