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VIA > SEC Filings for VIA > Form 8-K on 14-Mar-2013All Recent SEC Filings

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Form 8-K for VIACOM INC.


14-Mar-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On March 11, 2013, Viacom Inc. (the "Company") announced that it had agreed to issue and sell $300,000,000 aggregate principal amount of 3.250% Senior Notes due 2023 (the "Senior Notes") and $250,000,000 aggregate principal amount of 4.875% Senior Debentures due 2043 (the "Senior Debentures" and, together with the Senior Notes, the "Securities"). In connection with the issuance and sale of the Securities, on March 11, 2013, the Company entered into an underwriting agreement (the "Underwriting Agreement") with BNP Paribas Securities Corp., Goldman, Sachs & Co. 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. 333-184770) 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 March 14, 2013, 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 fifteenth supplemental indenture (the "Fifteenth Supplemental Indenture") to the Indenture, dated as of April 12, 2006, between the Company and the Trustee. The Fifteenth Supplemental Indenture is filed as Exhibit 4.1 to this 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 Report.

The Company incorporates by reference the exhibits filed herewith into the Registration Statement, pursuant to which the Securities were registered.



Item 9.01 Financial Statements and Exhibits.

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

Exhibit No.      Description of Exhibit

1.1              Underwriting Agreement, dated March 11, 2013, among Viacom Inc.
                 and BNP Paribas Securities Corp., Goldman, Sachs & Co. and J.P.
                 Morgan Securities LLC, as representatives of the underwriters
                 named in Schedule 1 thereto.

4.1              Fifteenth Supplemental Indenture, dated as of March 14, 2013,
                 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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