NEW
YORK, Nov. 2, 2023 /PRNewswire/ -- Paramount
Global ("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today
announced that it will commence cash tender offers of up to
$1 billion combined aggregate
purchase price (the "Combined Tender Offer Cap") for: (1) any and
all of its 4.750% Senior Notes due 2025 and 3.450% Senior Notes due
2026 (collectively, the "Any and All Securities") and (2) a
combined aggregate purchase price of up to the Combined Tender
Offer Cap less the aggregate purchase price of the Any and
All Securities validly tendered and accepted for purchase (in each
case, excluding accrued and unpaid interest to, but not including,
the applicable settlement date and excluding related fees and
expenses) (the "Maximum Offer Amount") of its 4.00% Senior Notes
due 2026, 2.90% Senior Notes due 2027 and 3.375% Senior Notes due
2028 in the priorities set forth in the applicable table below
(collectively, the "Maximum Offer Securities" and together with the
Any and All Securities, the "Securities"). The offer to purchase
the Any and All Securities is referred to as the "Any and All
Offers," the offer to purchase the Maximum Offer Securities is
referred to as the "Maximum Offer," and the Any and All Offers and
Maximum Offer are referred to together as the "Offers." The Maximum
Offer is subject to proration and order of priority (the
"Acceptance Priority Levels"), as set forth in the applicable table
below under "Acceptance Priority Level." The Offers are open to all
registered holders of the applicable Securities (collectively, the
"Holders").
The following tables set forth certain information regarding the
Securities and the Offers:
Any and All of the Outstanding Securities Listed
Below:
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page(1)
|
Fixed Spread
(basis points)
|
4.750% Senior Notes due
2025
|
92556H AA5
|
$555,000,000
|
2.750% UST due May 15,
2025
|
FIT4
|
50
|
3.450% Senior Notes due
2026
|
92553P BB7
|
$124,190,000
|
4.625% UST due October
15, 2026
|
FIT1
|
170
|
The Outstanding Securities in the Priority Listed Below up
to $1,000,000,000 Combined Aggregate
Purchase Price less the Aggregate Purchase Price of the Any and All
Securities Validly Tendered and Accepted for Purchase:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(2)
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed Spread
(basis points)(3)
|
Early
Tender
Premium(4)
|
4.00% Senior Notes due
2026
|
124857 AQ6
|
$800,000,000
|
1
|
4.625% UST due October
15, 2026
|
FIT1
|
120
|
$30
|
2.90% Senior Notes due
2027
|
124857 AR4
|
$700,000,000
|
2
|
4.875% UST due October
31, 2028
|
FIT1
|
195
|
$30
|
3.375% Senior Notes due
2028
|
124857 AT0
|
$500,000,000
|
3
|
4.875% UST due October
31, 2028
|
FIT1
|
240
|
$30
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The applicable page on
Bloomberg from which the Dealer Managers (as defined below) will
quote the bid side prices of the applicable U.S. Treasury Security.
In the above tables, "UST" denotes a U.S. Treasury
Security.
|
(2)
|
Subject to the Maximum
Offer Amount and proration, the principal amount of each series of
Maximum Offer Securities that is purchased in the Maximum Offer
will be determined in accordance with the applicable Acceptance
Priority Level (in numerical priority order with 1 being the
highest Acceptance Priority Level and 3 being the lowest) specified
in this column.
|
(3)
|
Includes the Early
Tender Premium (as defined below) for the Maximum Offer.
|
(4)
|
Per $1,000 principal
amount of Maximum Offer Securities validly tendered on or prior to
the Early Tender Deadline (as defined below) and accepted for
purchase.
|
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase dated
November 2, 2023 (the "Offer to
Purchase"). Each of the Any and All Offers is a separate offer and
the Maximum Offer is a separate offer from each of the Any and All
Offers, and each of the Any and All Offers and the Maximum Offer
may be individually amended, extended or terminated by the
Company.
The Any and All Offers are scheduled to expire at 5:00 p.m., New York City time,
on November 9, 2023, unless extended or earlier terminated by
Paramount (the "Any and All Expiration Date"). Tendered Any and All
Securities may be withdrawn on or prior to, but not after,
5:00 p.m., New York City time, on November 9,
2023 (such date and time, as may be extended by Paramount, the
"Any and All Withdrawal Deadline"), except in certain limited
circumstances where additional withdrawal rights are required by
law. The Maximum Offer is scheduled to expire at 5:00 p.m., New York City time,
on December 4, 2023, unless extended or earlier terminated by
Paramount (the "Maximum Offer Expiration Date"). Tendered Maximum
Offer Securities may be withdrawn on or prior to, but not after,
5:00 p.m., New York City time, on November 16,
2023 (such date and time, as may be extended by Paramount, the
"Maximum Offer Withdrawal Deadline"), except in certain limited
circumstances where additional withdrawal rights are required by
law.
Holders of Any and All Securities validly tendered and not
validly withdrawn, or for which a properly completed and duly
executed notice of guaranteed delivery (as may be amended or
supplemented from time to time, the "Notice of Guaranteed
Delivery") is delivered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase (the "Guaranteed
Delivery Procedures"), on or prior to the Any and All Expiration
Date and accepted for purchase, will receive the applicable total
consideration (the "Total Consideration"). Holders of Maximum Offer
Securities validly tendered and not validly withdrawn on or prior
to 5:00 p.m., New York City time, on November
16, 2023 (such date and time, as may be extended by Paramount,
the "Early Tender Deadline") and accepted for purchase will receive
the applicable Total Consideration, which includes an early tender
premium of $30.00 per $1,000 principal amount of the
Maximum Offer Securities accepted for purchase (the "Early Tender
Premium"). The Early Tender Premium is not applicable to the Any
and All Offers.
The Total Consideration for each series of Securities, validly
tendered and accepted for purchase will be determined in the manner
described in the Offer to Purchase by reference to the applicable
fixed spread specified for the applicable series in the tables
above and in the Offer to Purchase over the yield to maturity based
on the bid side price of the applicable Reference U.S. Treasury
Security specified in the tables above and in the Offer to
Purchase. In calculating the applicable Total Consideration for a
series of Securities, the application of the par call date will be
in accordance with standard market practice. Holders of Maximum
Offer Securities who validly tender their Maximum Offer Securities
following the Early Tender Deadline and on or prior to the Maximum
Offer Expiration Date will only receive the applicable Maximum
Offer Consideration (as defined below)
per $1,000 principal amount of any such Maximum Offer
Securities validly tendered by such Holders that are accepted for
purchase. The "Maximum Offer Consideration" is equal to the
applicable Total Consideration minus the Early Tender Premium.
The Total Consideration for the Any and All Securities will be
determined at 2:00 p.m., New York City time,
on November 9, 2023 (such date and time, as may be
extended by Paramount). The Total Consideration and Maximum Offer
Consideration for the Maximum Offer Securities will be determined
at 10:00 a.m., New York City time, on November
17, 2023 (such date and time, as may be extended by
Paramount).
In addition to the Total Consideration or the Maximum Offer
Consideration, as applicable, all Holders of Securities accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000
principal amount of Securities from the last applicable interest
payment date up to, but not including, the applicable settlement
date ("Accrued Interest"). The interest payment payable on
November 15, 2023 with respect to the
4.750% Senior Notes due 2025 will be paid to record holders of such
series of Securities as of November 1,
2023 and will not be included in the calculation of Accrued
Interest payable on such series of Securities purchased in the Any
and All Offers.
The settlement date for Any and All Securities validly tendered
and not validly withdrawn, or for which a properly completed and
duly executed Notice of Guaranteed Delivery is delivered pursuant
to the Guaranteed Delivery Procedures, on or prior to the Any and
All Expiration Date and accepted for purchase is expected to be
November 15, 2023, the third business
day after the Any and All Expiration Date (the "Any and All
Settlement Date"). No tenders of the Any and All Securities or
deliveries of a Notice of Guaranteed Delivery will be valid if
submitted after the Any and All Expiration Date. The settlement
date for Maximum Offer Securities validly tendered and not validly
withdrawn on or prior to the Early Tender Deadline and accepted for
purchase is expected to be November 21,
2023, the third business day after the Early Tender
Deadline (the "Early Settlement Date"). The settlement date
for Maximum Offer Securities validly tendered following the Early
Tender Deadline but on or prior to the Maximum Offer Expiration
Date and accepted for purchase is expected to be December 6,
2023, the second business day after the Maximum Offer Expiration
Date, assuming the Combined Tender Offer Cap of the Securities has
not been purchased on the Any and All Settlement Date and the Early
Settlement Date, in the aggregate.
Subject to the Maximum Offer Amount and proration, all Maximum
Offer Securities validly tendered and not validly withdrawn on or
prior to the Early Tender Deadline having a higher Acceptance
Priority Level (with 1 being the highest) will be accepted before
any validly tendered Maximum Offer Securities having a lower
Acceptance Priority Level (with 3 being the lowest), and all
Maximum Offer Securities validly tendered following the Early
Tender Deadline having a higher Acceptance Priority Level will be
accepted before any Maximum Offer Securities validly tendered
following the Early Tender Deadline having a lower Acceptance
Priority Level. If the Maximum Offer is not fully subscribed as of
the Early Tender Deadline, subject to the Maximum Offer Amount and
proration, Maximum Offer Securities validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline will be
accepted for purchase in priority to other Maximum Offer Securities
validly tendered following the Early Tender Deadline even if such
Maximum Offer Securities validly tendered following the Early
Tender Deadline have a higher Acceptance Priority Level than
Maximum Offer Securities validly tendered on or prior to the Early
Tender Deadline. Paramount reserves the absolute right to increase
or decrease the Combined Tender Offer Cap without extending the
Early Tender Deadline or the Maximum Offer Withdrawal Deadline,
subject to compliance with applicable law. There can be no
assurance that Paramount will increase or decrease the Combined
Tender Offer Cap.
If the Maximum Offer is fully subscribed as of the Early Tender
Deadline, Holders who validly tender Maximum Offer Securities
following the Early Tender Deadline but on or prior to the Maximum
Offer Expiration Date will not have any of their Maximum Offer
Securities accepted for purchase regardless of their Acceptance
Priority Level.
Maximum Offer Securities of a series may be subject to proration
(rounded to avoid the purchase of Securities in a principal amount
other than in an integral multiple of $1,000) if the aggregate
purchase price of the Maximum Offer Securities of such series
validly tendered and not validly withdrawn would cause the Maximum
Offer Amount to be exceeded. Paramount's obligation to accept for
purchase, and to pay for, the Securities validly tendered and not
validly withdrawn in the Offers is subject to the satisfaction or
waiver of the conditions as described in the Offer to Purchase.
Paramount reserves the absolute right, subject to applicable law,
to: (i) waive any and all conditions applicable to any of the
Offers; (ii) extend or terminate any of the Offers;
(iii) increase or decrease the Combined Tender Offer Cap
without extending the Early Tender Deadline or the Maximum Offer
Withdrawal Deadline; or (iv) otherwise amend any of the Offers
in any respect.
Information Relating to the Offers
RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc.,
TD Securities (USA) LLC and
Wells Fargo Securities, LLC are acting as the dealer managers for
the Offers (together, the "Dealer Managers"). The information agent
and tender agent for the Offers is Global Bondholder Services
Corporation (the "Tender Agent"). Copies of the Offer to
Purchase and the Notice of Guaranteed Delivery may be accessed at
the following link: https://www.gbsc-usa.com/paramount. Questions
regarding the procedures for tendering the Securities may be
directed to the Tender Agent by telephone at (855) 654-2015
(toll-free) or (212) 430‑3774 (banks and brokers) or by email at
contact@gbsc-usa.com. Questions regarding the Offers should be
directed to RBC Capital Markets, LLC, Liability Management, at
(212) 618-7843 (collect) or (877) 381-2099 (toll-free) or
by email at liability.management@rbccm.com, SMBC Nikko Securities
America, Inc., Debt Capital Markets – Liability Management,
at (888) 284-9760 (toll-free) or by email at
liabilitymanagement@smbcnikko-si.com, TD Securities (USA) LLC, Liability Management, at (212)
827-2842 (collect) or (866) 584-2096 (toll-free) or by email at
LM@tdsecurities.com, or Wells Fargo Securities, LLC, Liability
Management Group at (704) 410-4756 (collect) or (866)
309-6316 (toll‑free) or by email at
liabilitymanagement@wellsfargo.com.
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell with
respect to any securities. The solicitation of offers to sell the
Securities is only being made pursuant to the terms of the Offer to
Purchase. The offer is not being made in any jurisdiction in which
the making or acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. None
of Paramount, the Dealer Managers, the Tender Agent, the trustees
with respect to the Securities or any of their respective
affiliates is making any recommendation as to whether Holders
should tender their Securities in connection with the Offers.
PARA-IR
ABOUT PARAMOUNT
Paramount (NASDAQ: PARA, PARAA) is a leading global media,
streaming and entertainment company that creates premium content
and experiences for audiences worldwide. Driven by iconic consumer
brands, its portfolio includes CBS, Showtime Networks, Paramount
Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+ and
Pluto TV. The company holds one of the industry's most extensive
libraries of TV and film titles. In addition to offering innovative
streaming services and digital video products, Paramount provides
powerful capabilities in production, distribution and advertising
solutions.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS
This communication contains both historical and forward‑looking
statements. Statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking
statements reflect our current expectations concerning future
results and events; generally can be identified by the use of
statements that include phrases such as "believe," "expect,"
"anticipate," "intend," "plan," "foresee," "likely," "will," "may,"
"could," "estimate" or other similar words or phrases; and involve
known and unknown risks, uncertainties and other factors that are
difficult to predict and which may cause our actual results,
performance or achievements to be different from any future
results, performance or achievements expressed or implied by these
statements. These risks, uncertainties and other factors include,
among others: risks related to our streaming business; the adverse
impact on our advertising revenues as a result of changes in
consumer viewership, advertising market conditions and deficiencies
in audience measurement; risks related to operating in highly
competitive industries, including cost increases; our ability to
maintain attractive brands and to offer popular content; changes in
consumer behavior, as well as evolving technologies and
distribution models; the potential for loss of carriage or other
reduction in or the impact of negotiations for the distribution of
our content; damage to our reputation or brands; risks related to
our ongoing investments in new businesses, products, services,
technologies and other strategic activities; losses due to asset
impairment charges for goodwill, intangible assets, FCC licenses
and programming; risks related to environmental, social and
governance (ESG) matters; evolving business continuity,
cybersecurity, privacy and data protection and similar risks;
content infringement; domestic and global political, economic and
regulatory factors affecting our businesses generally; the impact
of COVID-19 and other pandemics and measures taken in response
thereto; liabilities related to discontinued operations and former
businesses; the loss of existing or inability to hire new key
employees or secure creative talent; strikes and other union
activity, including the ongoing Screen Actors Guild-American
Federation of Television and Radio Artists (SAG-AFTRA) strike;
volatility in the price of our common stock; potential conflicts of
interest arising from our ownership structure with a controlling
stockholder; and other factors described in our news releases and
filings with the Securities and Exchange Commission, including but
not limited to our most recent Annual Report on Form 10-K and
reports on Form 10-Q and Form 8-K. There may be additional risks,
uncertainties and factors that we do not currently view as material
or that are not necessarily known. The forward-looking statements
included in this communication are made only as of the date of this
communication and we do not undertake any obligation to publicly
update any forward-looking statements to reflect subsequent events
or circumstances.
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SOURCE Paramount Global