SYS-CON MEDIA Authors: Adine Deford, Cynthia Dunlop, Harry Trott, Xenia von Wedel, Peter Silva

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Viacom Commences Exchange Offer

NEW YORK, Nov. 16, 2012 /PRNewswire/ -- Viacom Inc. (NASDAQ: VIAB, VIA) today announced that it has commenced a private exchange offer ("Exchange Offer") to certain eligible holders to exchange any and all of its outstanding 6.875% Senior Debentures due 2036 (CUSIP # 925524AX8) and any and all of its outstanding 6.750% Senior Debentures due 2037 (CUSIP # 92553PAC6) (the "Old Debentures") listed in the table below for Viacom's newly issued 4.375% Senior Debentures due 2043.  The Senior Debentures due 2043 being offered in the Exchange Offer will be a further issuance of, and will be in addition to, the Senior Debentures due 2043 that Viacom expects to issue for cash on November 26, 2012, in the aggregate principal amount of $250,000,000.

(Logo: http://photos.prnewswire.com/prnh/20110811/NY51392LOGO )

The complete terms and conditions of the Exchange Offer are set forth in a confidential offering memorandum dated November 16, 2012, and related letter of transmittal.

The Exchange Offer will expire at midnight, New York City time, on December 14, 2012, unless extended ("Expiration Date").

Eligible holders who validly tender and who do not validly withdraw Old Debentures at or prior to 5:00 p.m., New York City time, on November 30, 2012, unless extended ("Early Participation Date"), and whose tenders are accepted for exchange by Viacom, will receive the Total Exchange Price for each $1,000 principal amount of Old Debentures as determined in accordance with the formula set forth in Annex A of the confidential offering memorandum on the Early Participation Settlement Date, which is expected to be December 4, 2012.

CUSIP No.  


Title of Series


Principal Amount

Outstanding


Maturity Date of
Old Debentures

925524AX8


6.875% Senior
Debentures due
2036


$ 1,750,000,000


April 30, 2036








92553PAC6


6.750% Senior
Debentures due
2037


$ 250,000,000


October 5, 2037

Interest on the Senior Debentures due 2043 will accrue from the issuance date of the Senior Debentures due 2043 that Viacom expects to issue for cash on November 26, 2012. Holders of Senior Debentures due 2043 issued in the Exchange Offer will not be entitled to interest accrued on the Senior Debentures due 2043 up to but not including the relevant settlement date, although the first interest payment following each settlement date will include the interest accrued during such period. Each holder whose Old Debentures are accepted for exchange by Viacom will receive a cash payment (reduced as described in the following sentence) representing interest, if any, that has accrued from the most recent interest payment date in respect of the Old Debentures up to but not including the relevant settlement date. Interest payable on the Old Debentures up to but not including the relevant settlement date will be reduced by the interest accrued on the Senior Debentures due 2043 up to but not including the relevant settlement date.

Tenders of Old Debentures in the Exchange Offer may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 30, 2012 ("Withdrawal Date"), provided that Viacom may extend the Early Participation Date without extending the Withdrawal Date, unless required by law. Old Debentures tendered after the Withdrawal Date may not be withdrawn, except where additional withdrawal rights are required by law (as determined by Viacom in its sole discretion).

Consummation of the Exchange Offer is subject to a number of conditions as set forth in the confidential offering memorandum relating to the Exchange Offer.

The Exchange Offer will only be made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, subject to market and other conditions. No assurance can be given that the Exchange Offer will be completed or, if completed, as to the terms on which they will be completed. The Senior Debentures due 2043 to be offered in the Exchange Offer have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.  This press release is being issued pursuant to Rule 135c under the Securities Act.

Viacom will enter into a registration rights agreement with respect to the Senior Debentures due 2043 issued in the Exchange Offer and the Senior Debentures due 2043 that Viacom expects to issue for cash on November 26, 2012.

Holders of Old Debentures who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation toll-free at (866) 389-1500 or at (212) 430-3774 (banks and brokerage firms).

About Viacom

Viacom is home to the world's premier entertainment brands that connect with audiences through compelling content across television, motion picture, online and mobile platforms in over 160 countries and territories. With media networks reaching approximately 700 million global subscribers, Viacom's leading brands include MTV, VH1, CMT, Logo, BET, CENTRIC, Nickelodeon, Nick Jr., TeenNick, Nicktoons, Nick at Nite, COMEDY CENTRAL, TV Land, SPIKE, Tr3s, Paramount Channel and VIVA. Paramount Pictures, celebrating its 100th year in 2012 and creator of many of the most beloved motion pictures, continues today as a major global producer and distributor of filmed entertainment. Viacom operates a large portfolio of branded digital media experiences, including many of the world's most popular properties for entertainment, community and casual online gaming.

Cautionary Statement Concerning Forward-Looking Statements

This news release contains both historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements reflect the Company's current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the public acceptance of the Company's programs, motion pictures and other entertainment content on the various platforms on which they are distributed; technological developments and their effect in the Company's markets and on consumer behavior; competition for audiences and distribution; the impact of piracy; economic conditions generally, and in advertising and retail markets in particular; fluctuations in the Company's results due to the timing, mix and availability of the Company's motion pictures; changes in the Federal communications laws and regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings with the Securities and Exchange Commission, including its 2012 Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

SOURCE Viacom

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