NEW YORK, Nov. 9, 2023 /PRNewswire/ -- Paramount Global
("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today announced
that its previously announced cash tender offers (collectively, the
"Any and All Offers") for any and all of its 4.750% Senior Notes
due 2025 and 3.450% Senior Notes due 2026 (collectively, the
"Any and All Securities") expired as of 5:00
p.m., New York City time, on November 9, 2023
(the "Any and All Expiration Date").
According to information provided by Global Bondholder Services
Corporation, the information agent and tender agent for the Any and
All Offers (the "Tender Agent"), $467,544,000 in combined aggregate principal
amount of Any and All Securities were validly tendered and not
validly withdrawn on or prior to the Any and All Expiration
Date in the aggregate amounts as shown in the table below. In
addition, $10,323,000 in combined
aggregate principal amount of Any and All Securities were tendered
pursuant to the guaranteed delivery procedures (the "Guaranteed
Delivery Procedures") described in the Offer to Purchase dated
November 2, 2023 (as amended or
supplemented, the "Offer to Purchase") on or prior to the Any and
All Expiration Date in the aggregate amounts as shown in the table
below. The registered holders of Any and All Securities
(collectively, the "Holders") for which a properly completed and
duly executed notice of guaranteed delivery (the "Notice of
Guaranteed Delivery") was delivered pursuant to the Guaranteed
Delivery Procedures on or prior to the Any and All Expiration Date
must deliver such Any and All Securities to the Tender Agent on or
prior to 5:00 p.m., New York City time, on November 14, 2023, the second business day after
the Any and All Expiration Date (the "Any and All Guaranteed
Delivery Expiration Date").
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Total
Consideration(1)
|
Principal Amount
Tendered
|
Principal Amount
Tendered Pursuant to
Guaranteed Delivery
Procedures
|
4.750% Senior Notes
due 2025
|
92556H AA5
|
$555,000,000
|
$987.06
|
$429,377,000
|
$10,323,000
|
3.450% Senior Notes
due 2026
|
92553P BB7
|
$124,190,000
|
$922.14
|
$38,167,000
|
–
|
|
|
|
|
|
|
|
(1)
|
Per $1,000 principal
amount of Any and All Securities validly tendered on or prior to
the Any and All Expiration Date and accepted for
purchase
|
As of 5:00 p.m., New York
City time, on November 9, 2023, the Any and All
Withdrawal Deadline has passed, and accordingly, Any and All
Securities validly tendered in the Any and All Offers may no longer
be withdrawn except in certain limited circumstances where
additional withdrawal rights are required by law. Paramount
expects that it will accept for purchase all of the Any and All
Securities validly tendered on or prior to the Any and All
Expiration Date and all of the Any and All Securities delivered on
or prior to the Any and All Guaranteed Delivery Expiration Date
pursuant to the Guaranteed Delivery Procedures.
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 was delivered pursuant to
the Guaranteed Delivery Procedures on or prior to the Any and All
Expiration Date and accepted for purchase were eligible to receive
the applicable Total Consideration set forth in the table above,
plus accrued and unpaid interest rounded to the nearest cent, on
such $1,000 principal amount of Any
and All Securities from the last applicable interest payment date
up to, but not including, the Any and All Settlement Date (as
defined below) ("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 notes as of November 1, 2023 and
will not be included in the calculation of Accrued Interest payable
on such notes 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 was 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").
In addition to the Any and All Offers, Paramount previously
announced its cash tender offers (collectively, the "Maximum
Offers") concurrently with the Any and All Offers for a combined
aggregate purchase price of up to $1,000,000,000 (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, subject to proration and order of priority as set forth in
the Offer to Purchase. Because $10,323,000 aggregate principal amount of the Any
and All Securities remain subject to the Guaranteed Delivery
Procedures, the Maximum Offer Amount is subject to change and will
be verified after the Any and All Guaranteed Delivery Expiration
Date. Holders are urged to read the Offer to Purchase carefully
before making any decision with respect to the Maximum Offers.
Paramount's obligation to accept for purchase, and to pay for,
the Any and All Securities validly tendered and not
validly withdrawn in the Any and All 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 Any and All Offers; (ii) extend or
terminate any of the Any and All Offers; (iii) increase or
decrease the Combined Tender Offer Cap without extending the Early
Tender Deadline (as defined in the Offer to Purchase) or the
Maximum Offer Withdrawal Deadline (as defined in the Offer to
Purchase); or (iv) otherwise amend any of the Any and
All Offers in any respect.
Information Relating to the Any and All 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 Any and All Offers (together, the "Dealer Managers"). The
information agent and tender agent for the Any and All Offers
is Global Bondholder Services Corporation. 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 Any and All
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 Any and
All 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
Any and All 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 Any and All Securities or
any of their respective affiliates is making any recommendation as
to whether Holders should tender their Any and All Securities in
connection with the Any and All 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/paramount-global-announces-the-expiration-and-results-of-its-any-and-all-tender-offers-for-certain-outstanding-debt-securities-301984141.html
SOURCE Paramount Global