ViacomCBS Inc. (NASDAQ: VIAC, VIACA) today announced that it has
commenced concurrent offerings (the “Offerings”) of $2.0 billion of
its Class B common stock, par value $0.001 per share (“Class B
common stock”), and $1.0 billion of its Series A Mandatory
Convertible Preferred Stock, par value $0.001 per share (“Mandatory
Convertible Preferred Stock”), subject to market and other
conditions. ViacomCBS has granted the underwriters separate 30-day
options to purchase up to an additional $300,000,000 of Class B
common stock and up to an additional $150,000,000 of Mandatory
Convertible Preferred Stock, which, in the case of the Mandatory
Convertible Preferred Stock offering, will be solely to cover
over-allotments, if any. The closing of each Offering is not
contingent upon the closing of the other Offering.
ViacomCBS intends to use the combined net proceeds from the
Offerings for general corporate purposes, including investments in
streaming.
Each share of Mandatory Convertible Preferred Stock will have a
liquidation preference of $100.00 per share. Unless earlier
converted, each share of Mandatory Convertible Preferred Stock will
automatically convert into a variable number of shares of Class B
common stock on April 1, 2024 (subject to postponement for certain
market disruptions or other events). The conversion terms, dividend
rate and other terms of the Mandatory Convertible Preferred Stock
will be determined at the time of pricing of the Mandatory
Convertible Preferred Stock offering. ViacomCBS intends to apply to
list the Mandatory Convertible Preferred Stock on The Nasdaq Global
Select Market under the symbol “VIACP.”
Morgan Stanley and J.P. Morgan are acting as joint book-running
managers for the Offerings. The Offerings are being made pursuant
to an effective shelf registration statement on file with the
Securities and Exchange Commission (the “SEC”). Each Offering will
be made only by means of a prospectus supplement and an
accompanying prospectus. An electronic copy of each preliminary
prospectus supplement, together with the accompanying prospectus,
will be available on the SEC’s website at www.sec.gov. Copies of
each preliminary prospectus supplement and accompanying prospectus
relating to the Offerings may be obtained once available by
contacting Morgan Stanley at 180 Varick Street, 2nd Floor, New
York, New York 10014, Attention: Prospectus Department and J.P.
Morgan at c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, Telephone: (866) 803-9204, Email:
prospectus-eq_fi@jpmchase.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
ABOUT VIACOMCBS
ViacomCBS Inc. (NASDAQ: VIAC; VIACA) is a leading global media
and entertainment company that creates premium content and
experiences for audiences worldwide. Driven by iconic consumer
brands, its portfolio includes CBS, SHOWTIME, Paramount Pictures,
Nickelodeon, MTV, Comedy Central, BET, Paramount+ and Pluto TV,
among others. The company delivers the largest share of the
television audience in the United States and one of the industry’s
most extensive libraries of television and film titles. In addition
to offering innovative streaming services and digital video
products, ViacomCBS provides powerful capabilities in production,
distribution and advertising solutions.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This communication contains both historical and forward-looking
statements, including statements related to our future results and
performance. All statements that are not statements of historical
fact are, or may be deemed to be, forward-looking statements within
the Private Securities Litigation Reform Act of 1995. Similarly,
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:
whether or not we will be able to complete the Offerings on the
terms contemplated herein, if at all; changes in consumer behavior,
as well as evolving technologies, distribution platforms and
packaging, the impact on our advertising revenues of changes in
consumers’ content viewership, deficiencies in audience measurement
and advertising market conditions; our ability to maintain
attractive brands and our reputation, and to offer popular
programming and other content; increased costs for programming,
films and other rights; competition for content, audiences,
advertising and distribution; the potential for loss of carriage or
other reduction in or the impact of negotiations for the
distribution of our content; losses due to asset impairment charges
for goodwill, intangible assets, FCC licenses and programming; the
risks and costs associated with the integration of the CBS
Corporation and Viacom Inc. businesses and investments in new
businesses, products, services and technologies, including our
streaming initiatives; evolving business continuity, cybersecurity,
privacy and data protection and similar risks; content
infringement; the impact of COVID-19 (and other widespread health
emergencies or pandemics) and measures taken in response thereto;
domestic and global political, economic and/or regulatory factors
affecting our businesses generally; liabilities related to
discontinued operations and former businesses; the loss of key
talent and strikes and other union activity; 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 SEC, 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.
VIAC-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20210322005772/en/
Press:
Justin Dini Executive Vice President, Corporate
Communications (212) 846-2724 justin.dini@viacomcbs.com
Peter Collins Vice President, Corporate Communications
(917) 826-4182 peter.collins@viacomcbs.com
Justin Blaber Senior Director, Corporate Communications
(646) 823-6616 justin.blaber@viacomcbs.com
Pranita Sookai Director, Corporate Communications (718)
316-2182 pranita.sookai@viacom.com
Investors:
Anthony DiClemente Executive Vice President, Investor
Relations (917) 796-4647 anthony.diclemente@viacomcbs.com
Jaime Morris Vice President, Investor Relations (646)
824-5450 jaime.morris@viacomcbs.com
Robert Amparo Manager, Investor Relations (347) 223-1682
robert.amparo@viacom.com
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