UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2016
VIACOM INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-32686 | 20-3515052 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
1515 Broadway, New York, NY | 10036 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 258-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 Other Events
Item 8.01 Other Events.
On September 29, 2016, Viacom Inc. (the Company) announced that it had agreed to issue and sell $400,000,000 aggregate principal amount of 2.250% Senior Notes due 2022 (the 2022 Senior Notes) and $900,000,000 aggregate principal amount of 3.450% Senior Notes due 2026 (the 2026 Senior Notes and, together with the 2022 Senior Notes, the Securities). In connection with the issuance and sale of the Securities, on September 29, 2016, the Company entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto. The offering is being made pursuant to the Companys effective registration statement on Form S-3 (Registration Statement No. 333-207648) previously filed with the Securities and Exchange Commission (the Registration Statement). The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1.
On October 4, 2016, in connection with the closing of the sale of the Securities, the Company and The Bank of New York Mellon, as trustee (the Trustee), entered into a nineteenth supplemental indenture (the Nineteenth Supplemental Indenture) to the Indenture, dated as of April 12, 2006, between the Company and the Trustee. The Nineteenth Supplemental Indenture is filed as Exhibit 4.1 to this Current Report. A copy of the opinion of Shearman & Sterling LLP relating to the legality of the Securities is filed as Exhibit 5.1 to this Current Report.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. | Description of Exhibit | |||
1.1 | Underwriting Agreement, dated September 29, 2016, among Viacom Inc. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto. | |||
4.1 | Nineteenth Supplemental Indenture, dated as of October 4, 2016, between Viacom Inc. and The Bank of New York Mellon, as Trustee (including forms of the Securities). | |||
5.1 | Opinion of Shearman & Sterling LLP. | |||
23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIACOM INC. | ||||
By: | /s/ Michael D. Fricklas | |||
Name: | Michael D. Fricklas | |||
Title: | Executive Vice President, General Counsel and Secretary |
Date: October 4, 2016
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Exhibit Index
Exhibit No. | Description of Exhibit | |
1.1 | Underwriting Agreement, dated September 29, 2016, among Viacom Inc. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto. | |
4.1 | Nineteenth Supplemental Indenture, dated as of October 4, 2016, between Viacom Inc. and The Bank of New York Mellon, as Trustee (including forms of the Securities). | |
5.1 | Opinion of Shearman & Sterling LLP. | |
23.1 | Consent of Shearman & Sterling LLP (included in Exhibit 5.1). |
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