New Issue: Paramount Global sells $1 billion 6.375% fixed-to-fixed junior subordinated debentures

By Wendy Van Sickle

Columbus, Ohio, March 24 – Paramount Global priced $1 billion of 6.375% fixed-to-fixed junior subordinated debentures due 2062 (Baa3/BB+/BB+) at par on Thursday, according to an FWP filing with the Securities and Exchange Commission.

The fixed-rate coupon will reset in 2027, 2032 and 2047 at Treasuries plus 399.9 basis points, 424.9 bps and 499.9 bps, respectively.

If no event of default has occurred, Paramount will be able to exercise an interest payment deferral option, which may last up to five years and be invoked on more than one occasion.

The junior subordinated debentures will have a make-whole call at Treasuries plus 50 bps until March 30, 2027 and then a par call, which may be exercised in whole or in part.

The debentures are also callable in whole at any time at par if a tax event occurs, at 102 if a rating agency event occurs and at 101 if a change-of-control event occurs.

If Paramount does not elect to redeem the debentures following a relevant event, the interest rate will be increased by an additional 5%.

BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, R. Seelaus & Co., LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC are the joint bookrunners.

As of Dec. 31, Paramount had $16.5 billion of outstanding senior debt ranking ahead of the debentures.

Proceeds will be used for general corporate purposes, including the possible repayment of existing debt.

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

Issuer:	Paramount Global
Amount:	$1 billion
Issue:	Fixed-to-fixed junior subordinated debentures
Maturity:	March 30, 2062
Bookrunners:	BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, R. Seelaus & Co., LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC
Co-managers:	BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, SG Americas Securities, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, BNY Mellon Capital Markets, LLC, ICBC Standard Bank plc, Intesa Sanpaolo SpA, Siebert Williams Shank & Co., LLC, Truist Securities, Inc., Academy Securities, Inc., CastleOak Securities, LP, Loop Capital Markets LLC and Samuel A. Ramirez & Co., Inc.
Trustee:	Deutsche Bank Trust Co. Americas
Counsel to issuer:	Shearman & Sterling LLP
Counsel to underwriters:	Hughes Hubbard & Reed LLP
Coupon:	6.375% until March 30, 2027, then Treasuries plus 399.9 bps until March 30, 2032, then Treasuries plus 424.9 bps until March 30, 2047, then Treasuries plus 499.9 bps until maturity
Price:	Par
Call option:	Make-whole call at Treasuries plus 50 bps until March 30, 2027, then callable at par; par call following a tax event; callable at 102 following a rating-agency event
Change-of-control:	At 101 following a change-of-control event; if debentures are not called following such event, interest will be increased by 5%
Trade date:	March 24
Settlement date:	March 29
Ratings:	Moody’s: Baa3
	S&P: BB+
	Fitch: BB+
Format:	SEC registered
Cusip:	92556HAE7

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