ViacomCBS Announces $2.0 Billion Debt Offering

NEW YORK–(BUSINESS WIRE)–ViacomCBS Inc. (NASDAQ: VIAC, VIACA) today announced that it has agreed to sell $1.0 billion in aggregate principal amount of 4.200% senior notes due 2032 at a price equal to 97.395% of the principal amount thereof (the “2032 Senior Notes”) and $1.0 billion in aggregate principal amount of 4.950% senior notes due 2050 at a price equal to 94.987% of the principal amount thereof (the “2050 Senior Notes” and, together with the 2032 Senior Notes, the “Senior Notes”). The sale of the Senior Notes is expected to close on May 19, 2020, subject to customary closing conditions.

ViacomCBS intends to use the net proceeds for the purchase of notes tendered pursuant to previously announced concurrent tender offers and for the payment of related accrued interest, premiums, fees and expenses.

The joint book-running managers for the offering are Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC.

ViacomCBS’ senior unsecured debt is currently rated BBB (stable) by Fitch Ratings, Baa2 (stable) by Moody’s Investors Service and BBB (negative) by S&P Global Ratings.*

The terms and conditions of the Senior Notes are set forth in a prospectus and related prospectus supplement, which can be obtained by contacting ViacomCBS Investor Relations at (877) 227-0787 or by written request to ViacomCBS Inc., 1515 Broadway, 52nd Floor, New York, New York 10036, Attn: Investor Relations.

This press release shall 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.

*A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

ABOUT VIACOMCBS

ViacomCBS (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 Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the US television audience and boasts one of the industry’s most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This communication contains both historical and forward-looking statements. All statements other than 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, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. 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: the impact of the COVID-19 pandemic (and other widespread health emergencies or pandemics) and measures taken in response thereto; technological developments, alternative content offerings and their effects in our markets and on consumer behavior; the impact on our advertising revenues of changes in consumers’ content viewership, deficiencies in audience measurement and advertising market conditions; the public acceptance of our brands, programming, films, published content and other entertainment content on the various platforms on which they are distributed; increased costs for programming, films and other rights; the loss of key talent; competition for content, audiences, advertising and distribution in consolidating industries; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of our content; 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; evolving cybersecurity and similar risks; the failure, destruction or breach of critical satellites or facilities; content theft; domestic and global political, economic and/or regulatory factors affecting our businesses generally; volatility in capital markets or a decrease in our debt ratings; strikes and other union activity; fluctuations in our results due to the timing, mix, number and availability of our films and other programming; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and programming; liabilities related to discontinued operations and former businesses; 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.

VIAC-IR

Contacts

Press:

Justin Dini
Executive Vice President, Corporate Communications

(212) 846-2724

justin.dini@viacbs.com

Justin Blaber
Senior Director, Corporate Communications

(212) 846-3139

justin.blaber@viacom.com

Pranita Sookai
Director, Corporate Communications

(212) 846-7553

pranita.sookai@viacom.com

Investors:

Anthony DiClemente
Executive Vice President, Investor Relations

(212) 846-5208

anthony.diclemente@viacbs.com

Jaime Morris
Vice President, Investor Relations

(212) 846-5237

jaime.morris@viacbs.com

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