Viacom Announces Pricing Terms of Exchange Offer

               Viacom Announces Pricing Terms of Exchange Offer

PR Newswire

NEW YORK, Nov. 30, 2012

NEW YORK, Nov. 30, 2012 /PRNewswire-FirstCall/ --Viacom Inc. (NASDAQ: VIAB,
VIA) today announced the pricing terms, determined as of 2:00 p.m., New York
City time today, 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.

(Logo: http://photos.prnewswire.com/prnh/20110811/NY51392LOGO )

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.

The Total Exchange Price to be received in the Exchange Offer for each $1,000
principal amount of Old Debentures validly tendered and not validly withdrawn
prior to 5:00 p.m. New York City time on November 30, 2012 ("Early
Participation Date") is set forth in the table below. The Total Exchange
Price includes an early participation payment as set forth in the table below
per $1,000 principal amount of Old Debentures ("Early Participation Payment")
validly tendered and not validly withdrawn prior to the Early Participation
Date. Holders of Old Debentures who validly tender Old Debentures after the
Early Participation Date and whose Old Debentures are accepted in the Exchange
Offer will receive the applicable Total Exchange Price less the Early
Participation Payment ("Exchange Price").

Interest on the Senior Debentures due 2043 will accrue from November 26, 2012.
Holders of Senior Debentures due 2043 issued in the Exchange Offer will not be
entitled to interest accrued on the Senior Debentures due 2043 up to, but not
including, the relevant settlement date, although the first interest payment
following each settlement date will include the interest accrued during such
period. Each holder whose Old Debentures are accepted for exchange by Viacom
will receive a cash payment (reduced as described in the following sentence)
representing interest, if any, that has accrued from the most recent interest
payment date in respect of the Old Debentures up to, but not including, the
relevant settlement date. Interest payable on the Old Debentures up to, but
not including, the relevant settlement date will be reduced by the interest
accrued on the Senior Debentures due 2043 up to, but not including, the
relevant settlement date.

Exchange Offer

                                                                                             Payment
                                                                                             per        Payment
                      Principal                                                              $1,000 of  per
                      Amount                                                                 Old        $1,000 of
                                                        Fixed                                Debentures Old
           Title of   Outstanding   Reference Reference        Total       Exchange  New     Receiving  Debentures
CUSIP No.  Series     at the        Treasury  Yield     Spread Exchange    Price(1)  Notes   the        Receiving
                      Commencement  Security            (bps)  Price(1)(2)           Value              the
                      of the                                                                 Total
                      Exchange                                                               Exchange   Exchange
                      Offer                                                                             Price (1)
                                                                                             Price
                                                                                             (1)(2)
925524AX8                           2.750%                                                   $1,419.44  $1,367.70
           6.875%                   U.S.                                                     principal  principal
          Senior     $             Treasury  2.801%    + 153  $1,371.87   $1,321.87 $966.49 amount of  amount of
           Debentures 1,750,000,000 due                                                     Senior     Senior
          due 2036                 8/15/2042                                                Debentures Debentures
                                                                                             due 2043   due 2043
                                    2.750%                                                   $1,413.10  $1,361.37
           6.750%                   U.S.                                                     principal  principal
92553PAC6 Senior     $ 250,000,000 Treasury  2.801%    + 153  $1,365.75   $1,315.75 $966.49 amount of  amount of
           Debentures               due                                                     Senior     Senior
           due 2037                 8/15/2042                                                Debentures Debentures
                                                                                             due 2043   due 2043
(1) For each $1,000 principal amount of Old Debentures.
(2) Includes Early Participation Payment of $50.00 principal amount of new Senior Debentures due 2043 for each
$1,000 principal amount of Old Debentures.

Tenders of Old Debentures in the Exchange Offer may be validly withdrawn at
any time at or prior to 5:00 p.m., New York City time, on November 30, 2012
("Withdrawal Date"), provided that Viacom may extend the Early Participation
Date without extending the Withdrawal Date, unless required by law. Old
Debentures tendered after the Withdrawal Date may not be withdrawn, except
where additional withdrawal rights are required by law (as determined by
Viacom in its sole discretion).

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.

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.

Website: http://www.viacom.com
Contact: Media: Jeremy Zweig, +1-212-846-7503, jeremy.zweig@viacom.com; or
Investors: James Bombassei, +1-212-258-6377, james.bombassei@viacom.com; or
Pamela Yi, +1-212-846-7581, pamela.yi@viacom.com
 
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