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Paramount Global - Tender Offer - Expiration and Results (and Pricing)

Paramount Global Announces the Expiration and Results of its Any and All Tender Offers for Certain Outstanding Debt Securities - 92556HAA5 - 92553PBB7

09 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Paramount Global


"NEW YORK, Nov. 9, 2023 /PRNewswire/ -- Paramount Global ("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today announced that its previously announced cash tender offers (collectively, the "Any and All Offers") for any and all of its 4.750% Senior Notes due 2025 and 3.450% Senior Notes due 2026 (collectively, the "Any and All Securities") expired as of 5:00 p.m., New York City time, on November 9, 2023 (the "Any and All Expiration Date").


According to information provided by Global Bondholder Services Corporation, the information agent and tender agent for the Any and All Offers (the "Tender Agent"), $467,544,000 in combined aggregate principal amount of Any and All Securities were validly tendered and not validly withdrawn on or prior to the Any and All Expiration Date in the aggregate amounts as shown in the table below. In addition, $10,323,000 in combined aggregate principal amount of Any and All Securities were tendered pursuant to the guaranteed delivery procedures (the "Guaranteed Delivery Procedures") described in the Offer to Purchase dated November 2, 2023 (as amended or supplemented, the "Offer to Purchase") on or prior to the Any and All Expiration Date in the aggregate amounts as shown in the table below. The registered holders of Any and All Securities (collectively, the "Holders") for which a properly completed and duly executed notice of guaranteed delivery (the "Notice of Guaranteed Delivery") was delivered pursuant to the Guaranteed Delivery Procedures on or prior to the Any and All Expiration Date must deliver such Any and All Securities to the Tender Agent on or prior to 5:00 p.m., New York City time, on November 14, 2023, the second business day after the Any and All Expiration Date (the "Any and All Guaranteed Delivery Expiration Date")."

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Paramount Global Announces the Pricing Terms of its Any and All Tender Offers for Certain Outstanding Debt Securities


09 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Paramount Global


"NEW YORK, Nov. 9, 2023 /PRNewswire/ -- Paramount Global ("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today announced the pricing terms of its previously announced cash tender offers (collectively, the "Any and All Offers") for any and all of its 4.750% Senior Notes due 2025 and 3.450% Senior Notes due 2026 (collectively, the "Any and All Securities"). The Any and All Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase dated November 2, 2023 (as amended or supplemented, the "Offer to Purchase") and related notice of guaranteed delivery (as may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery"). Each of the Any and All Offers is a separate offer made to all registered holders of the Any and All Securities (collectively, the "Holders") and each may be individually amended, extended or terminated by Paramount.


The applicable Total Consideration (set forth in the table below) for each series of Any and All Securities validly tendered and accepted for purchase pursuant to the Any and All Offers was determined by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security, in each case as set forth in the table below. The Reference Yields, as determined pursuant to the Offer to Purchase, set forth in the table below were determined at 2:00 p.m., New York City time, on November 9, 2023, by the Dealer Managers (as defined below).


The following table sets forth certain information regarding the Any and All Securities and the Any and All Offers:"

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Paramount Global Announces Cash Tender Offers for Up to $1 Billion Combined Aggregate Purchase Price of Certain Outstanding Debt Securities - 92556HAA5

- 92553PBB7 - 124857AQ6 - 124857AR4 - 124857AT0

02 NOVEMBER 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire: Source: Paramount Global


"NEW YORK, Nov. 2, 2023 /PRNewswire/ -- Paramount Global ("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today announced that it will commence cash tender offers of up to $1 billion combined aggregate purchase price (the "Combined Tender Offer Cap") for: (1) any and all of its 4.750% Senior Notes due 2025 and 3.450% Senior Notes due 2026 (collectively, the "Any and All Securities") and (2) a combined aggregate purchase price of up to the Combined Tender Offer Cap less the aggregate purchase price of the Any and All Securities validly tendered and accepted for purchase (in each case, excluding accrued and unpaid interest to, but not including, the applicable settlement date and excluding related fees and expenses) (the "Maximum Offer Amount") of its 4.00% Senior Notes due 2026, 2.90% Senior Notes due 2027 and 3.375% Senior Notes due 2028 in the priorities set forth in the applicable table below (collectively, the "Maximum Offer Securities" and together with the Any and All Securities, the "Securities"). The offer to purchase the Any and All Securities is referred to as the "Any and All Offers," the offer to purchase the Maximum Offer Securities is referred to as the "Maximum Offer," and the Any and All Offers and Maximum Offer are referred to together as the "Offers." The Maximum Offer is subject to proration and order of priority (the "Acceptance Priority Levels"), as set forth in the applicable table below under "Acceptance Priority Level." The Offers are open to all registered holders of the applicable Securities (collectively, the "Holders").


The following tables set forth certain information regarding the Securities and the Offers:"


Any and All of the Outstanding Securities Listed Below:


The Outstanding Securities in the Priority Listed Below up to $1,000,000,000 Combined Aggregate Purchase Price less the Aggregate Purchase Price of the Any and All Securities Validly Tendered and Accepted for Purchase:

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