Viacom Announces Early Participation Date Results for Exchange Offer

     Viacom Announces Early Participation Date Results for Exchange Offer

PR Newswire

NEW YORK, Nov. 30, 2012

NEW YORK, Nov.30, 2012 /PRNewswire-FirstCall/ --Viacom Inc. (NASDAQ: VIAB,
VIA) today announced the expiration of the early participation period at 5:00
p.m., New York City time, today ("Early Participation Date"), of its private
exchange offer ("Exchange Offer") to certain eligible holders to exchange any
and all of its outstanding 6.875% Senior Debentures due 2036 and any and all
of its outstanding 6.750% Senior Debentures due 2037 (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 Viacom issued for cash on November 26, 2012, in the
aggregate principal amount of $250,000,000.


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.

                                Principal Amount
                                                    Principal Amount
                                Outstanding at
CUSIP No.  Title of Series                          Tendered as of the
                                Commencement of
                                                    Early Participation Date
                                the Exchange Offer
           6.875% Senior
925524AX8                       $ 1,750,000,000     $ 669,867,000
           Debentures due 2036
           6.750% Senior
92553PAC6                       $ 250,000,000       $ 172,735,000
           Debentures due 2037

As of the Early Participation Date, according to Global Bondholder Services
Corporation, the exchange agent for the Exchange Offer, the aggregate
principal amount of the 6.875% Senior Debentures due 2036 validly tendered and
not withdrawn in the Exchange Offer was $669,867,000, and the aggregate
principal amount of the 6.750% Senior Debentures due 2037 validly tendered and
not withdrawn in the Exchange Offer was $172,735,000. Viacom has accepted all
such Old Debentures for exchange and expects to pay the applicable total
exchange price with respect to such Old Debentures on December 4, 2012 ("Early
Participation Settlement Date"). Holders of Old Debentures may no longer
validly withdraw tenders of Old Debentures.

Holders of Old Debentures participating in the Exchange Offer as of the Early
Participation Date will also receive a net interest cash payment (as
calculated in accordance with the confidential offering memorandum) for each
$1,000 principal amount of Old Debentures exchanged, which amount represents
interest payable on such Old Debentures up to, but not including, the Early
Participation Settlement Date, less interest accrued on the Senior Debentures
due 2043 issued in exchange therefor up to, but not including, the Early
Participation Settlement Date.

The Exchange Offer will expire at midnight, New York City time, on December
14, 2012, unless extended.

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.

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.

For more information about Viacom and its businesses, visit
Keep up with Viacom news by following Viacom's blog at
and Twitter feed at

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 Inc.
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