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EX-1.1 - UNDERWRITING AGREEMENT, DATED JUNE 7, 2012 - Viacom Inc.d365910dex11.htm

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): June 7, 2012

 

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)   

Registrant’s 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 June 7, 2012, Viacom Inc. (the “Company”) announced that it had agreed to issue and sell $100,000,000 aggregate principal amount of 1.250% Senior Notes due 2015 (the “2015 Senior Notes”) and $300,000,000 aggregate principal amount of 3.125% Senior Notes due 2022 (the “2022 Senior Notes” and, together with the 2015 Senior Notes, the “Senior Notes”). The 2015 Senior Notes are a further issuance of the $500,000,000 aggregate principal amount of 1.250% Senior Notes due 2015 issued by the Company on February 28, 2012. The sale of the Senior Notes is expected to close on June 14, 2012. In connection with the issuance and sale of the Senior Notes, on June 7, 2012, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule 1 thereto. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-162962) 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.

The Company incorporates by reference the Underwriting Agreement filed herewith as Exhibit 1.1 into the Registration Statement, pursuant to which the Senior Notes were registered.

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed as part of this Report on Form 8-K:

 

Exhibit No.

  

Description of Exhibit

1.1

   Underwriting Agreement, dated June 7, 2012, among Viacom Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule 1 thereto.

 

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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: June 13, 2012

 

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Exhibit Index

 

Exhibit No.

  

Description of Exhibit

1.1

   Underwriting Agreement, dated June 7, 2012, among Viacom Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule 1 thereto.

 

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