Viacom Announces a Debt Offering of $750 Million of Senior Notes and a Cash Tender Offer for Any and All of Its Outstanding 5.75% Senior Notes Due 2011

Viacom Announces a Debt Offering of $750 Million of Senior Notes and a Cash Tender Offer for Any and All of Its Outstanding 5.75% Senior Notes Due 2011

NEW YORK, Aug. 19 /PRNewswire-FirstCall/ -- Viacom Inc. (NYSE:VIA)(NYSE:VIA.B) today announced that it has agreed to sell senior notes in the aggregate principal amount of $750 million comprised of senior notes due 2014 (the "2014 Senior Notes") and senior notes due 2019 (the "2019 Senior Notes"; together, the "Senior Notes"). At the same time, Viacom also announced it will commence a cash tender offer for its 5.75% Senior Notes due 2011 (the "2011 Notes"). The tender offer is scheduled to expire at 5:00 pm ET on August 27, 2009, unless the offer is extended or terminated.

Viacom intends to use the net proceeds from the offering to fund the tender offer and, to the extent any proceeds remain, to repay borrowings under its revolving credit facility and/or commercial paper program.

Viacom's senior unsecured debt is currently rated BBB by Standard & Poor's, Baa3 by Moody's Investors Service and BBB by Fitch.

The Senior Notes

The terms and conditions of the Senior Notes are set forth in a prospectus, which can be obtained by contacting Viacom Investor Relations at 1-800-516-4399 or by written request to Viacom Inc., 1515 Broadway, 52nd Floor, New York, New York 10036, Attn: Investor Relations.

The joint book running managers for the Senior Notes are Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and RBS Securities, Inc.

The Tender Offer

The terms and conditions of the tender offer are set forth in an Offer to Purchase dated August 19, 2009 (the "Offer to Purchase") and related Letter of Transmittal.

The purchase price to be paid for 2011 Notes that are validly tendered and not validly withdrawn on or prior to the expiration of the tender offer is set forth in the table below:

CUSIP Numbers Principal Amount Security Description Purchase Price
925524AZ3 Outstanding 5.75% Senior Notes Per $1,000
925524AY6 $1,500,000,000 Due 2011 Principal Amount
$1,061.25

With respect to any 2011 Notes accepted for purchase in the tender offer, Viacom will pay accrued and unpaid interest up to, but not including, the date of payment for the 2011 Notes, which is expected to be the second business day following the expiration.

As described in the Offer to Purchase, tendered 2011 Notes may be withdrawn on or before the expiration, but may not be withdrawn after the expiration. Withdrawn 2011 Notes may be re-tendered at any time prior to the expiration. The tender offer is subject to certain customary conditions, but is not conditioned on the tender of a minimum principal amount of 2011 Notes. Viacom may amend, extend or, subject to certain conditions, terminate the tender offer at any time.

For this tender offer, Viacom has retained Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and RBS Securities Inc. to serve as dealer managers, and Global Bondholder Services Corporation to serve as the information agent and depositary.

Requests for the Offer to Purchase and related documents may be directed to Global Bondholder Services Corporation at (866) 873-6300 (U.S. toll free) or at (212) 430-3774 (collect), or in writing to 65 Broadway - Suite 723, New York, NY 10006, Attention: Corporate Actions. Questions regarding the tender offer may be directed to Deutsche Bank Securities Inc. at (866) 627-0391 (U.S. toll free) or (212)-250-2955 (collect), Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll free) or (212) 723-6106 (collect), or RBS Securities Inc. at (877) 297-9832 (U.S. toll free) or (203) 897-6145 (collect).

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 buy the 2011 Notes is only being made pursuant to the terms of the Offer to Purchase and the related Letter of Transmittal. 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 Viacom, the dealer managers, the depositary or the information agent is making any recommendation as to whether or not holders should tender their 2011 Notes in connection with the tender offer.

About Viacom

Viacom, consisting of BET Networks, MTV Networks and Paramount Pictures, is the world's leading entertainment content company. It engages audiences on television, motion picture and digital platforms through many of the world's best-known entertainment brands, including MTV, VH1, CMT, Logo, Nickelodeon, Nick at Nite, Noggin, COMEDY CENTRAL, Spike TV, TV Land, BET, Rock Band, AddictingGames, Atom, Neopets, Shockwave and Paramount Pictures. Viacom's global reach includes approximately 170 channels and 400 online properties in 163 countries and territories.

For more information about Viacom and its businesses, visit www.viacom.com.

Cautionary Statement Concerning Forward-looking Statements:

This news release contains both historical and forward-looking statements. All statements which are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect the Company's current expectations concerning future results and events. Similarly, statements that describe the Company's objectives, plans or goals are or may be forward-looking statements. These forward- looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause the actual results, performance or achievements of the Company to be different from any future results, performance and achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others, the factors described in the Company's news releases and filings with the Securities and Exchange Commission, including but not limited to the Company's 2008 Annual Report as filed on Form 10-K on February 12, 2009, and the Quarterly Reports on Form 10-Q for the periods ended March 31, 2009, and June 30, 2009. The forward-looking statements included in this document are made only as of the date of this document, and, under section 27A of the Securities Act and section 21E of the Exchange Act, the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

Source: Viacom Inc.

CONTACT: Media: Kelly McAndrew, +1-212-846-7455,
kelly.mcandrew@viacom.com, Investors: James Bombassei, +1-212-258-6377,
james.bombassei@viacom.com, both of Viacom Inc.

Web Site: http://www.viacom.com/

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