Obligation ViaCBS Inc 4.375% ( US92553PAP71 ) en USD

ViaCBS Inc

74.367 % ▲

Etas-Unis

US92553PAP71 ( en USD )

4.375% par an ( paiement semestriel )

14/03/2043

Prospectus brochure de l'obligation ViacomCBS Inc US92553PAP71 en USD 4.375%, échéance 14/03/2043

2 000 USD

1 446 115 000 USD

92553PAP7

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

15/09/2025 ( Dans 116 jours )

ViacomCBS Inc. est une société américaine de médias et de divertissement intégrée verticalement, possédant des réseaux de télévision, des studios de cinéma, des services de streaming et des marques emblématiques telles que CBS, MTV, Nickelodeon, Paramount Pictures et Showtime.

L'Obligation émise par ViaCBS Inc ( Etas-Unis ) , en USD, avec le code ISIN US92553PAP71, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/03/2043

L'Obligation émise par ViaCBS Inc ( Etas-Unis ) , en USD, avec le code ISIN US92553PAP71, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ViaCBS Inc ( Etas-Unis ) , en USD, avec le code ISIN US92553PAP71, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus
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424B3 1 d539425d424b3.htm PROSPECTUS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189058

PROSPECTUS
OFFER TO EXCHANGE
All Outstanding Unregistered 4.375% Senior Debentures due 2043
($1,446,365,000 aggregate principal amount issued
November 26, 2012, December 4, 2012 and December 17, 2012)
for
4.375% Senior Debentures due 2043
that have been registered under the Securities Act of 1933

TERMS OF THE EXCHANGE OFFER

· The exchange offer will expire at 5:00 p.m., New York City time, on July 18, 2013, unless we extend the offer.

· Tenders of outstanding unregistered senior debentures may be withdrawn at any time before 5:00 p.m. on the date the exchange offer expires.

· All outstanding unregistered senior debentures that are validly tendered and not validly withdrawn will be exchanged.

· The terms of the exchange senior debentures to be issued are substantially similar to the unregistered senior debentures, except for being registered under

the Securities Act of 1933, as amended (the "Securities Act") and not having any transfer restrictions, registration rights or rights to additional interest.

· The exchange of unregistered senior debentures for exchange senior debentures will not be a taxable exchange for U.S. federal income tax purposes.

· We will not receive any proceeds from the exchange offer.

· The exchange senior debentures will not be listed on any securities exchange.

Please see "Risk Factors" beginning on page 9 for a discussion of certain factors you should consider in connection with the
exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the exchange senior debentures to
be distributed in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The date of this prospectus is June 20, 2013.
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Each holder of an unregistered senior debenture wishing to accept the exchange offer must deliver the unregistered senior debenture to be exchanged, together
with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively,
you may effect a tender of unregistered senior debentures by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"). All
deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offer" in this prospectus and in the
accompanying letter of transmittal.
If you are a broker-dealer that receives exchange senior debentures for your own account, you must acknowledge that you will deliver a prospectus in connection
with any resale of the exchange senior debentures. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a
prospectus, you will not be deemed to admit that you are an "underwriter" within the meaning of the Securities Act. You may use this prospectus, as we may amend or
supplement it in the future, for your resales of exchange senior debentures. We will make this prospectus available to any broker-dealer for use in connection with any
such resale for a period of 180 days after the date of consummation of the exchange offer.
TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

ii

SUMMARY

1

RISK FACTORS

9

RATIO OF EARNINGS TO FIXED CHARGES

11
USE OF PROCEEDS

12
THE EXCHANGE OFFER

13
DESCRIPTION OF THE EXCHANGE SENIOR DEBENTURES

24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

35
PLAN OF DISTRIBUTION

36
LEGAL MATTERS

37
EXPERTS

37
WHERE YOU CAN FIND MORE INFORMATION

37
INCORPORATION BY REFERENCE

37

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Information
incorporated by reference is available without charge to holders of our unregistered 4.375% Senior Debentures due 2043, issued on November 26, 2012,
December 4, 2012 and December 17, 2012, upon written or oral request to us at Viacom Inc., 1515 Broadway, 52nd Floor, New York, New York 10036, Attn:
Investor Relations, Phone Number: (212) 258-6000. To obtain timely delivery, security holders must request this information no later than five
(5) business days before the date they must make their investment decision, which would be July 11, 2013.
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by reference in this
prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an
offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus or the documents
incorporated by reference herein is accurate as of any date other than the respective dates of such documents. Our business, financial condition, results of operations
and prospects may have changed since such dates.
Some of the market and industry data contained or incorporated by reference in this prospectus are based on independent industry publications or other publicly
available information, while other information is based on

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internal studies. Although we believe that these independent sources and our internal data are reliable as of their respective dates, the information contained in them has
not been independently verified. As a result, you should be aware that the market and industry data contained in this prospectus, and beliefs and estimates based on such
data, may not be reliable.
In this prospectus we use the terms "Viacom," "we," "us," "our" and similar words to refer to Viacom Inc., a Delaware corporation, and its consolidated
subsidiaries, unless the context requires otherwise. References to "$" and "dollars" are to United States dollars.
Whenever we refer in this prospectus to the 4.375% Senior Debentures due 2043 issued on November 26, 2012, December 4, 2012 and December 17, 2012, we
will refer to them as the "unregistered senior debentures." Whenever we refer in this prospectus to the registered 4.375% Senior Debentures due 2043 offered hereby,
we will refer to them as the "exchange senior debentures." The unregistered senior debentures and the exchange senior debentures are collectively referred to as the
"senior debentures."
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain 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 our 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 our programs, motion pictures and
other entertainment content on the various platforms on which they are distributed; technological developments and their effect in our 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 our results due to the timing, mix and availability of our motion pictures and other programming; changes in the Federal communications laws and
regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting our businesses generally; and other factors described in our
news releases and filings with the Securities and Exchange Commission, including but not limited to our Annual Report on Form 10-K for the fiscal year ended
September 30, 2012 (the "2012 Form 10-K") and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (the "Q2 2013 Form 10-Q") and
reports on Form 8-K incorporated by reference herein, and in the section entitled "Risk Factors" on page 9 of this prospectus. The forward-looking statements included
or incorporated by reference in this prospectus are made only as of the dates of the respective documents, and we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.

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SUMMARY
The following is a summary of certain information explained in more detail elsewhere in or incorporated by reference into this prospectus. In addition
to this summary, you should read the entire document carefully, including (1) the risks relating to Viacom's businesses discussed in the "Risk Factors"
sections of our 2012 Form 10-K and Q2 2013 Form 10-Q and the risks relating to participating in the exchange offer and investing in the exchange senior
debentures discussed on pages 9-10 of this prospectus and (2) the consolidated financial statements and the related notes thereto in our 2012 Form 10-K and
the unaudited consolidated financial statements and the related notes thereto in our Q2 2013 Form 10-Q, each of which is incorporated by reference herein.
Viacom Inc.
We are a leading global entertainment content company that connects 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 households, our leading brands include MTV®,
VH1®, CMT®, Logo®, BET®, CENTRIC®, Nickelodeon®, Nick Jr.®, TeenNick®, Nicktoons®, Nick at Nite®, COMEDY CENTRAL®, TV Land®, SPIKE®, Tr3s®,
Paramount ChannelTM and VIVATM, among others. Paramount Pictures® is a major global producer and distributor of filmed entertainment. We operate a large
portfolio of branded digital media experiences, including many of the world's most popular properties for entertainment, community and casual online gaming.
We were organized as a Delaware corporation in 2005 and our principal offices are located at 1515 Broadway, New York, New York 10036. Our telephone
number is (212) 258-6000 and our website is www.viacom.com. Information included on or accessible through our website does not constitute a part of this
prospectus.

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Summary of the Exchange Offer
On November 26, 2012, we issued $250,000,000 aggregate principal amount of unregistered 4.375% Senior Debentures due 2043. On December 4, 2012,
we issued $1,194,528,000 aggregate principal amount of unregistered 4.375% Senior Debentures due 2043. On December 17, 2012, we issued $1,837,000
aggregate principal amount of unregistered 4.375% Senior Debentures due 2043. The 4.375% Senior Debentures due 2043 issued on December 4, 2012 and
December 17, 2012 were each a further issuance of, and were in addition to the 4.375% Senior Debentures due 2043 we issued on November 26, 2012. On
November 26, 2012, we and certain initial purchasers of the unregistered senior debentures issued on this date entered into a registration rights agreement in
connection with such debt offering and on December 4, 2012, we and certain dealer managers entered into a registration rights agreement in connection with the
issuance of the unregistered senior debentures issued on December 4, 2012 and December 17, 2012. Pursuant to the terms of each such registration rights
agreement, we agreed that you, as a holder of unregistered senior debentures, would be entitled to exchange your unregistered senior debentures for exchange
senior debentures registered under the Securities Act but otherwise having substantially identical terms to the respective unregistered senior debentures. This
exchange offer is intended to satisfy these rights. After the exchange offer is completed, you will no longer be entitled to any registration rights with respect to the
senior debentures. The exchange senior debentures will be our obligations and will be entitled to the benefits of the base indenture and supplemental indentures
relating to the unregistered senior debentures. The form and terms of the exchange senior debentures are identical in all material respects to the form and terms of
the unregistered senior debentures, except that:

· the exchange senior debentures have been registered under the Securities Act and, therefore, will contain no restrictive legends;

· the exchange senior debentures will not have registration rights; and

· the exchange senior debentures will not have rights to additional interest.
For additional information on the terms of this exchange offer, see "The Exchange Offer."

The Exchange Offer
We are offering to exchange $1,000 principal amount of our exchange senior debentures, which have
been registered under the Securities Act for each $1,000 principal amount of our outstanding
unregistered senior debentures that were issued on November 26, 2012, December 4, 2012 and
December 17, 2012. As of the date of this prospectus, $1,446,365,000 in aggregate principal amount
of our unregistered senior debentures are outstanding.

Expiration of the Exchange Offer
The exchange offer will expire at 5:00 p.m., New York City time, on July 18, 2013, unless we decide
to extend the expiration date.

Conditions of the Exchange Offer
We will not be required to accept for exchange any unregistered senior debentures, and we may
amend or terminate the exchange offer, if any of the following conditions or events occurs:

· the exchange offer, or the making of any exchange by a holder of unregistered senior debentures,

violates applicable law or any applicable interpretation of the staff of the Securities and
Exchange Commission (the "SEC");

· any action or proceeding shall have been instituted with respect to the exchange offer which, in

our reasonable judgment, would impair our ability to proceed with the exchange offer; or

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· any law, rule or regulation or applicable interpretation of the staff of the SEC has been issued or

promulgated which, in our good faith determination, does not permit us to effect the exchange
offer.

We will give oral or written notice of any non-acceptance of the unregistered senior debentures or of
any amendment or termination of the exchange offer to the registered holders of the unregistered
senior debentures as promptly as practicable. We reserve the right to waive any conditions of the
exchange offer.

Resale of the Exchange Senior Debentures
Based on existing interpretations of the SEC staff set forth in several no-action letters issued to third
parties unrelated to us, we believe that you can resell and transfer the exchange senior debentures
you receive pursuant to this exchange offer without complying with the registration and prospectus
delivery provisions of the Securities Act, provided that:

· any exchange senior debentures to be received by you will be acquired in the ordinary course of

your business;

· you are not engaged in, do not intend to engage in and have no arrangement or understanding with

any person to participate in the distribution of the unregistered senior debentures or exchange
senior debentures;

· you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of Viacom, or, if you

are such an affiliate, you will comply with the registration and prospectus delivery requirements
of the Securities Act to the extent applicable;

· if you are a broker-dealer, you have not entered into any arrangement or understanding with

Viacom or any "affiliate" of Viacom (within the meaning of Rule 405 under the Securities Act) to
distribute the exchange senior debentures;

· if you are a broker-dealer, you will receive exchange senior debentures for your own account in
exchange for unregistered senior debentures that were acquired as a result of market-making

activities or other trading activities and you will deliver a prospectus in connection with any
resale of such exchange senior debentures; and

· you are not acting on behalf of any person or entity that could not truthfully make these

representations.

If you wish to participate in the exchange offer, you must represent to us in writing that these
conditions have been met. See "The Exchange Offer--Purpose and Effect of Exchange Offer;
Registration Rights."

If our belief is inaccurate and you transfer any exchange senior debentures without delivering a

prospectus meeting the requirements of the Securities Act or without an exemption from registration
under

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the Securities Act, you may incur liability under the Securities Act. We do not assume or indemnify

you against such liability, but we do not believe that any such liability should exist.

If you are a broker-dealer and you will receive exchange senior debentures for your own account in
exchange for unregistered senior debentures that were acquired as a result of market-making

activities or other trading activities, you will be required to acknowledge that you will deliver a
prospectus in connection with any resale of the exchange senior debentures. See "Plan of
Distribution" for a description of the prospectus delivery obligations of broker-dealers.

Accrued Interest on the Exchange Senior Debentures and
The exchange senior debentures will accrue interest from and including March 15, 2013. We will
Unregistered Senior Debentures
pay interest on the exchange senior debentures semi-annually in arrears on March 15 and
September 15 of each year, commencing September 15, 2013.

In order to ensure that holders of unregistered senior debentures that are accepted for exchange do
not receive payments in respect of interest accrued on both the unregistered senior debentures and the
exchange senior debentures for the period from and including March 15, 2013 until the date of the
issuance of the exchange senior debentures (the "Overlap Period"), such holders will be deemed to

have waived the right to receive any payment in respect of interest accrued on the unregistered senior
debentures during the Overlap Period. Consequently, holders of exchange senior debentures will
receive the same interest payments that they would have received had they not accepted the exchange
offer.

Procedures for Tendering Unregistered Senior Debentures
If you wish to participate in the exchange offer, you must transmit a properly completed and signed
letter of transmittal and all other documents required by the letter of transmittal to the Exchange
Agent (as defined below) at the address set forth in the letter of transmittal. These materials must be
received by the Exchange Agent before 5:00 p.m., New York City time, on July 18, 2013, the
expiration date of the exchange offer. You must also provide:

· a confirmation of any book-entry transfer of unregistered senior debentures tendered
electronically into the Exchange Agent's account with DTC, Euroclear or Clearstream

Luxembourg. You must comply with DTC's, Euroclear's or Clearstream Luxembourg's respective
standard operating procedures for electronic tenders, by which you will agree to be bound in the
letter of transmittal; or

· physical delivery of your unregistered senior debentures to the Exchange Agent's address as set

forth in the letter of transmittal. The letter of transmittal must also contain the representations you
must make to us as described under "The Exchange Offer--Procedures for Tendering."

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The letter of transmittal must also contain the representations you must make to us as described under
"The Exchange Offer--Purpose and Effect of Exchange Offer; Registration Rights."

Special Procedures for Beneficial Owners
If you are a beneficial owner of unregistered senior debentures that are held through a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender such unregistered senior
debentures, you should contact the person promptly and instruct the person to tender your
unregistered senior debentures on your behalf.

No Guaranteed Delivery
There are no guaranteed delivery provisions applicable to the exchange offer under the terms of this
prospectus. Holders must tender their unregistered senior debentures in accordance with the
procedures set forth under "The Exchange Offer--Procedures for Tendering."

Withdrawal Rights
You may withdraw the tender of your unregistered senior debentures at any time prior to 5:00 p.m.,
New York City time, on July 18, 2013, the expiration date of the exchange offer.

Consequences of Failure to Exchange
If you are eligible to participate in this exchange offer and you do not tender your unregistered senior
debentures as described in this prospectus, you will not have any further registration rights. In that
case, your unregistered senior debentures will continue to be subject to restrictions on transfer. As a
result of the transfer restrictions and the availability of exchange senior debentures, the market for
the unregistered senior debentures is likely to be much less liquid after the consummation of the
exchange offer. The unregistered senior debentures will bear interest at the same rate as the exchange
senior debentures after the consummation of the exchange offer.

Material U.S. Federal Income Tax Considerations
The exchange of the unregistered senior debentures for exchange senior debentures pursuant to the
exchange offer will not be a taxable exchange for U.S. federal income tax purposes. See "Material
U.S. Federal Income Tax Considerations."

Use of Proceeds
We will not receive any proceeds from the issuance of exchange senior debentures pursuant to the
exchange offer.

Exchange Agent for Unregistered Senior Debentures
Global Bondholder Services Corporation is the exchange agent (the "Exchange Agent") and also is
the information agent (the "Information Agent") for the exchange offer.

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Summary Description of the Exchange Senior Debentures
The following is a brief summary of some of the terms of the exchange senior debentures. For a more complete description of the terms of the exchange
senior debentures, see "Description of the Exchange Senior Debentures" in this prospectus.

Issuer
Viacom Inc.

Securities Offered
$1,446,365,000 aggregate principal amount of exchange senior debentures.

Maturity
The exchange senior debentures will mature on March 15, 2043.

Interest
Interest on the exchange senior debentures will accrue at the rate of 4.375% per year from and
including March 15, 2013. Interest on the exchange senior debentures will be payable semi-annually
in arrears on March 15 and September 15 of each year, beginning on September 15, 2013.

Ranking
The exchange senior debentures will be unsecured senior obligations of Viacom Inc. and will rank
equally with all of Viacom Inc.'s existing and future unsecured senior obligations. As of March 31,
2013, Viacom Inc. had approximately $8.713 billion of indebtedness outstanding as senior notes and
senior debentures, and there were no amounts outstanding under its commercial paper program or
revolving credit facility due 2017.

The exchange senior debentures will be structurally subordinated to all obligations of our
subsidiaries, including claims with respect to trade payables. As of March 31, 2013, our direct and

indirect subsidiaries and other consolidated entities had $220 million of indebtedness outstanding,
including capital lease obligations.

Sinking Fund
None.

Optional Redemption
We may redeem the exchange senior debentures, in whole or in part, at any time and from time to
time at a redemption price equal to their principal amount plus the applicable premium, if any, and
accrued and unpaid interest to the redemption date. See "Description of the Exchange Senior
Debentures--Optional Redemption."

Certain Covenants
We will issue the exchange senior debentures under an indenture that will, among other things, limit
our ability to:

· consolidate, merge or sell all or substantially all of our assets;

· create liens; and

· enter into sale and leaseback transactions.

All of these limitations will be subject to a number of important qualifications and exceptions. See

"Description of the Exchange Senior Debentures."

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Governing Law
The exchange senior debentures and the indenture under which they will be issued will be governed
by New York law.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in this
prospectus, and, in particular, you should evaluate the specific factors set forth under "Risk Factors"
beginning on page 9 before deciding to participate in the exchange offer.

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