Common Stock Offering. Title of Securities: Class B Common Stock, par value $0.001 per share, of the Issuer (the “Class B Common Stock”) Ticker / Exchange: VIAC / The Nasdaq Global Select Market. Number of Shares of Class B Common Stock Offered: 20,000,000 shares of Class B Common Stock. Option to Purchase Additional Shares: 3,000,000 additional shares of Class B Common Stock. Last Reported Sale Price of the Class B Common Stock on The Nasdaq Global Select Market on March 23, 2021: $91.25 per share. Public Offering Price of the Class B Common Stock: $85.00 per share. Underwriting Discount: $1.38125 per share. Net Proceeds: The net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $1.67 billion (or approximately $1.93 billion if the underwriters exercise their option in full to purchase additional shares of Class B Common Stock). CUSIP / ISIN: ▇▇▇▇▇▇▇▇▇ / US92556H2067 Joint Book-Running Managers: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shank & Co., LLC Co-Managers: BNP Paribas Securities Corp. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC SG Americas Securities, LLC MUFG Securities Americas Inc. CastleOak Securities, L.P. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. Academy Securities, Inc. ▇. ▇▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇ Fargo Securities, LLC BNY Mellon Capital Markets, LLC Intesa Sanpaolo S.p.A.
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Sources: Underwriting Agreement (ViacomCBS Inc.), Underwriting Agreement (ViacomCBS Inc.)
Common Stock Offering. Title of Securities: Class B Common Stock, par value $0.001 per share, of the Issuer (the “Class B Common Stock”) Ticker / Exchange: VIAC / The Nasdaq Global Select Market. Number of Shares of Class B Common Stock Offered: 20,000,000 60,550,459 shares of Class B Common Stock. Option to Purchase Additional SharesStock Over-Allotment Option: 3,000,000 9,082,568 additional shares of Class B Common Stock. Stock NYSE Last Reported Sale Price of the Class B Common Stock on The Nasdaq Global Select Market on March 23September 25, 20212018: $91.25 27.65 per share. share Public Offering Price of the Class B Common Stock: $85.00 per share. $ 27.25 $ 1,650,000,007.75 Underwriting Discount: $1.38125 per share. Net Discount $ 0.75 $ 45,412,844.25 Proceeds: The net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering before expenses, will be approximately $1.67 billion (or approximately $1.93 billion if to the underwriters exercise their option in full to purchase additional shares of Class B Common Stock). Issuer $ 26.50 $ 1,604,587,163.50 CUSIP / ISIN: ▇▇▇▇▇▇▇▇▇ / US92556H2067 US15189T1079 Joint Book-Running Managers: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇▇▇▇ Sachs & Co. LLC Citigroup Global Markets Inc. ▇▇▇▇▇ Fargo Securities, LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC Citigroup Global Senior Co-Managers Mizuho Securities USA LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Co-Managers: BNY Mellon Capital Markets, LLC BTIG, LLC Comerica Securities, Inc. Evercore Group L.L.C. PNC Capital Markets Inc. LLC ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shank & Co., Inc. Regions Securities LLC Co-Managers: BNP Paribas Securities Corp. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC SG Americas Securities, LLC MUFG Securities Americas Inc. CastleOak Securities, L.P. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. Academy Securities, Inc. TD Securities (USA) LLC The ▇. ▇▇▇▇▇▇▇ & Co.Capital Group, LLC ▇▇▇▇▇ Fargo L.P. WR Securities, LLC BNY Mellon Capital MarketsDepositary Shares Offered: 17,000,000 Depositary Shares, LLC Intesa Sanpaolo S.peach of which represents a 1/20th interest in a share of the Issuer’s 7.00% Series B Mandatory Convertible Preferred Stock (the “Series B Preferred Stock”). At settlement of the Depositary Shares Offering, the Issuer will issue 850,000 shares of Series B Preferred Stock, subject to the underwriters’ option to purchase additional Depositary Shares to cover over-allotments, if any. Over-Allotment Option: 2,550,000 additional Depositary Shares (corresponding to 127,500 additional shares of the Series B Preferred Stock). Public Offering Price $ 50.00 $ 850,000,000 Underwriting Discount $ 1.375 $ 23,375,000 Proceeds, before expenses, to the Issuer $ 48.625 $ 826,625,000 Dividends: 7.00% of the liquidation preference of $1,000 per share of the Series B Preferred Stock per year. Dividends will accumulate from the Settlement Date and, to the extent that the Issuer is legally permitted to pay dividends and its board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Series B Preferred Stock, the Issuer will pay such dividends in cash or, subject to certain limitations, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion; provided that any unpaid dividends will continue to accumulate. The expected dividend payable on the first Dividend Payment Date (as defined below) is approximately $11.6667 per share of Series B Preferred Stock (equivalent to approximately $0.5833 per Depositary Share). Each subsequent dividend is expected to be $17.50 per share of Series B Preferred Stock (equivalent to $0.8750 per Depositary Share).A.
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