Common use of Common Stock Offering Clause in Contracts

Common Stock Offering. Title of Securities: Class B Common Stock, par value $0.001 per share, of the Issuer (the “Class B Common Stock”) Ticker / Exchange: VIAC / The Nasdaq Global Select Market. Number of Shares of Class B Common Stock Offered: 20,000,000 shares of Class B Common Stock. Option to Purchase Additional Shares: 3,000,000 additional shares of Class B Common Stock. Last Reported Sale Price of the Class B Common Stock on The Nasdaq Global Select Market on March 23, 2021: $91.25 per share. Public Offering Price of the Class B Common Stock: $85.00 per share. Underwriting Discount: $1.38125 per share. Net Proceeds: The net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $1.67 billion (or approximately $1.93 billion if the underwriters exercise their option in full to purchase additional shares of Class B Common Stock). CUSIP / ISIN: 00000X000 / US92556H2067 Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC Mizuho Securities USA LLC Xxxxxxx Xxxxxxxx Shank & Co., LLC Co-Managers: BNP Paribas Securities Corp. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC SG Americas Securities, LLC MUFG Securities Americas Inc. CastleOak Securities, L.P. Xxxxxx X. Xxxxxxx & Company, Inc. Academy Securities, Inc. X. Xxxxxxx & Co., LLC Xxxxx Fargo Securities, LLC BNY Mellon Capital Markets, LLC Intesa Sanpaolo S.p.A.

Common Stock Offering. Title of Securities: Class B Common Stock, par value $0.001 per share, of the Issuer (the “Class B Common Stock”) Ticker / Exchange: VIAC / The Nasdaq Global Select Market. Number of Shares of Class B Common Stock Offered: 20,000,000 26,086,957 shares of Class B Common Stock. Stock Option for Underwriters to Purchase Additional SharesShares of Common Stock: 3,000,000 3,913,043 additional shares of Class B Common Stock. Stock NYSE Last Reported Sale Price of the Class B Common Stock on The Nasdaq Global Select Market on March 23January 14, 20212015: $91.25 23.02 per share. share Public Offering Price of $ 23.00 $ 600,000,011.00 Underwriting Discounts $ 0.69 $ 18,000,000.33 Proceeds to the Class B Common Stock: $85.00 per share. Underwriting Discount: $1.38125 per share. Net Proceeds: The net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering expenses, will be approximately $1.67 billion Issuer (or approximately $1.93 billion if the underwriters exercise their option in full to purchase additional shares of Class B Common Stock). Before Expenses) $ 22.31 $ 582,000,010.67 CUSIP / ISIN: 00000X000 000000000 / US92556H2067 Joint US8454671095 Book-Running Managers: Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLC Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC Mizuho Securities USA LLC Xxxxxxx Xxxxxxxx Shank & Co.Fargo Securities, LLC BMO Capital Markets Corp. Senior Co-Managers: BNP Paribas Securities Corp. RBC Capital MarketsMitsubishi UFJ Securities (USA), LLC Inc. Mizuho Securities USA Inc. RBS Securities Inc. SMBC Nikko Securities America, Inc. TD Co-Managers: BBVA Securities Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC CIBC World Markets Corp. SG Americas Securities, LLC MUFG Securities Americas Inc. CastleOak BB&T Capital Markets, a division of BB&T Securities, L.P. Xxxxxx X. Xxxxxxx & Company, Inc. Academy LLC Comerica Securities, Inc. X. Xxxxxxx & Co.Fifth Third Securities, LLC Xxxxx Fargo Inc. Xxxxxxxxx Energy Securities, LLC BNY Mellon HSBC Securities (USA) Inc. KeyBanc Capital MarketsMarkets Inc. Macquarie Capital (USA) Inc. Xxxxx Xxxxxxx & Co. PNC Capital Markets LLC Xxxxxx X. Xxxxx & Co. Incorporated Scotia Capital (USA) Inc. Tudor, LLC Intesa Sanpaolo S.p.A.Pickering, Xxxx & Co. Securities, Inc.

Common Stock Offering. Title of Securities: Class B Common Stock, par value $0.001 per share, of the Issuer (the “Class B Common Stock”) Ticker / Exchange: VIAC / The Nasdaq Global Select Market. Number of Shares of Class B Common Stock Offered: 20,000,000 60,550,459 shares of Class B Common Stock. Option to Purchase Additional SharesStock Over-Allotment Option: 3,000,000 9,082,568 additional shares of Class B Common Stock. Stock NYSE Last Reported Sale Price of the Class B Common Stock on The Nasdaq Global Select Market on March 23September 25, 20212018: $91.25 27.65 per share. share Public Offering Price of the Class B Common Stock: $85.00 per share. $ 27.25 $ 1,650,000,007.75 Underwriting Discount: $1.38125 per share. Net Discount $ 0.75 $ 45,412,844.25 Proceeds: The net proceeds from the Common Stock Offering, after deducting underwriting discounts and commissions and estimated offering before expenses, will be approximately $1.67 billion (or approximately $1.93 billion if to the underwriters exercise their option in full to purchase additional shares of Class B Common Stock). Issuer $ 26.50 $ 1,604,587,163.50 CUSIP / ISIN: 00000X000 / US92556H2067 US15189T1079 Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities Xxxxxxx Sachs & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. Fargo Securities, LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Senior Co-Managers Mizuho Securities USA LLC Xxxxxxx Xxxxxxxx Shank & Co.MUFG Securities Americas Inc. RBC Capital Markets, LLC Co-Managers: BNP Paribas Securities Corp. RBC BNY Mellon Capital Markets, LLC SMBC Nikko BTIG, LLC Comerica Securities, Inc. Evercore Group L.L.C. PNC Capital Markets LLC X. Xxxxxxx & Co., Inc. Regions Securities AmericaLLC Xxxxxx X. Xxxxxxx & Company, Inc. TD Securities (USA) LLC SG Americas The Xxxxxxxx Capital Group, L.P. WR Securities, LLC MUFG Securities Americas Inc. CastleOak SecuritiesDepositary Shares Offered: 17,000,000 Depositary Shares, L.P. Xxxxxx X. Xxxxxxx & Companyeach of which represents a 1/20th interest in a share of the Issuer’s 7.00% Series B Mandatory Convertible Preferred Stock (the “Series B Preferred Stock”). At settlement of the Depositary Shares Offering, Inc. Academy Securitiesthe Issuer will issue 850,000 shares of Series B Preferred Stock, Inc. X. Xxxxxxx & Co.subject to the underwriters’ option to purchase additional Depositary Shares to cover over-allotments, LLC Xxxxx Fargo Securitiesif any. Over-Allotment Option: 2,550,000 additional Depositary Shares (corresponding to 127,500 additional shares of the Series B Preferred Stock). Public Offering Price $ 50.00 $ 850,000,000 Underwriting Discount $ 1.375 $ 23,375,000 Proceeds, LLC BNY Mellon Capital Marketsbefore expenses, LLC Intesa Sanpaolo S.pto the Issuer $ 48.625 $ 826,625,000 Dividends: 7.00% of the liquidation preference of $1,000 per share of the Series B Preferred Stock per year. Dividends will accumulate from the Settlement Date and, to the extent that the Issuer is legally permitted to pay dividends and its board of directors, or an authorized committee thereof, declares a dividend payable with respect to the Series B Preferred Stock, the Issuer will pay such dividends in cash or, subject to certain limitations, by delivery of shares of Common Stock or through any combination of cash and shares of Common Stock, as determined by the Issuer in its sole discretion; provided that any unpaid dividends will continue to accumulate. The expected dividend payable on the first Dividend Payment Date (as defined below) is approximately $11.6667 per share of Series B Preferred Stock (equivalent to approximately $0.5833 per Depositary Share). Each subsequent dividend is expected to be $17.50 per share of Series B Preferred Stock (equivalent to $0.8750 per Depositary Share).A.