Viacom Announces Expiration of Exchange Offer

                Viacom Announces Expiration of Exchange Offer

PR Newswire

NEW YORK, Dec. 17, 2012

NEW YORK, Dec.17, 2012 /PRNewswire-FirstCall/ --Viacom Inc. (NASDAQ: VIAB,
VIA) today announced the expiration at midnight, New York City time, on
December 14, 2012 ("Expiration 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 offered in the Exchange Offer are a further
issuance of, and are 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.

                              Principal Amount   Principal Amount
CUSIP No. Title of Series     Outstanding at     Tendered as of the
                              Commencement of    Expiration Date
                              the Exchange Offer
925524AX8 6.875% Senior       $ 1,750,000,000    $670,037,000
          Debentures due 2036
                                               
92553PAC6 6.750% Senior       $ 250,000,000      $173,915,000
          Debentures due 2037
                                               

As of the Expiration 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not withdrawn after 5:00 p.m., New York City time on November 30, 2012 ("Early
Participation Date"), but at or prior to the Expiration Date was $170,000, and
the aggregate principal amount of the 6.750% Senior Debentures due 2037
validly tendered and not withdrawn after the Early Participation Date, but at
or prior to the Expiration date was $1,180,000. Viacom has accepted all such
Old Debentures for exchange and expects to pay the applicable exchange price
with respect to such Old Debentures on December 17, 2012 ("Final Settlement
Date").

Holders of Old Debentures who tendered for exchange after the Early
Participation Date, but at or prior to the Expiration 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 Final Settlement Date, less interest accrued on the
Senior Debentures due 2043 issued in exchange therefor up to, but not
including, the Final Settlement Date.

The Exchange Offer was only 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. The Senior
Debentures due 2043 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.

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: Chanel Cathey, +1-212-846-2876, Chanel.Cathey@viacom.com;
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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