ViacomCBS

ViacomCBS Inc. is an American multinational mass media conglomerate based in New York City. The corporation was formed via the merger of CBS Corporation and the second incarnation of Viacom on December 4, 2019, which were created from the split of the first Viacom in 2005.[1] The company has interests in film, television, publishing and digital media.

ViacomCBS Inc.
Public
Traded as
IndustryMass media
Predecessors
FoundedDecember 4, 2019 (2019-12-04)
Headquarters
Area served
Worldwide
Key people
OwnerNational Amusements (80% voting power)
DivisionsViacomCBS Domestic Media Networks
ViacomCBS Networks International
CBS Entertainment Group
ViacomCBS Global Distribution Group
SubsidiariesParamount Pictures
CBS Television Distribution
CBS Studios International
Bellator MMA
VidCon
Simon & Schuster
Viacom International
Westinghouse Licensing
Websitehttps://www.viacbs.com/

The company's main assets include the Paramount Pictures film studio, CBS Entertainment Group (consisting of CBS-branded properties including the namesake CBS network, CBS Television Studios, CBS Television Stations, CBS Interactive and a 50% interest in The CW), domestic networks (consisting of U.S.-based basic and premium-tier cable television networks including MTV, Nickelodeon, BET, Comedy Central and Showtime), international networks (consisting of international versions of domestic ViacomCBS networks as well as region-specific networks including Channel 5 in the UK, Network 10 in Australia and Telefe in Argentina), Global Distribution Group (consisting of CBS Television Distribution and CBS Studios International) and publishing company Simon & Schuster.

Headquartered at One Astor Plaza in Midtown Manhattan, New York City, the company operates approximately over 170 networks and reaches approximately 700 million subscribers in approximately 160 countries.

Background

In 1952, CBS formed CBS Films, a division which handled syndication rights for CBS’ library of television series. This division was renamed CBS Enterprises Inc. in January 1968, and then renamed again to Viacom in 1970. In 1971, this syndication division was spun off amid new FCC rules forbidding television networks from owning syndication companies (the rules were later repealed). In 1986, Viacom was acquired by its present owner, the theater operator company National Amusements. In 1999, Viacom made its biggest acquisition to date by announcing plans to merge with its former parent CBS Corporation (the renamed Westinghouse Electric Corporation, which had merged with CBS in 1995). The merger was completed in 2000, resulting in CBS reuniting with its former syndication division. On January 3, 2006, Viacom was split into two companies: CBS Corporation, the former's corporate successor and the spun-off Viacom company.

History

Formation

On September 29, 2016, National Amusements sent a letter to Viacom and CBS, encouraging the two companies to merge back into one company.[2] On December 12, the deal was called off.[3]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger plan of AT&T-Time Warner and Disney's proposed acquisition of the most 21st Century Fox assets were announced. Viacom and CBS also faced heavy competition from companies such as Netflix and Amazon.[4] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate.[5] Viacom and Lionsgate were both interested in acquiring The Weinstein Company.[6] Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC.[6] They lost the bid, and on March 1, 2018, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million.[7][8]

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value, insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as too low, requesting a $2.8 billion increase and that Bob Bakish be maintained as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[9][10]

Eventually, on May 14, 2018, CBS Corporation sued its and Viacom's parent company National Amusements and accused Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom.[11][12] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[13]

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access, he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Shari Redstone as a board member of the combined company.[14]

On September 9, 2018, Les Moonves exited CBS following multiple accusations of sexual assault. National Amusements agreed to make no proposal of a CBS-Viacom merger for at least two years after the date of the settlement.[15]

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. CBS's board of directors was revamped with people who were open to merging; the re-merger was made possible with the resignation of Moonves, who had opposed all merger attempts. The talks had started following rumors of CBS acquiring Starz from Lionsgate.[16] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[17][18] CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.[19]

On August 2, 2019, it was reported that CBS and Viacom agreed to merge back into one entity. Both companies came to an agreement on the management team for the merger, with Bob Bakish serving as CEO of the combined company with president and acting CEO of CBS, Joseph Ianniello, overseeing CBS-branded assets.[20] On August 7, 2019, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.[21][22]

Beginning of operations

On August 13, CBS and Viacom officially announced their merger; the combined company will be named ViacomCBS, with Shari Redstone will also serve as the chairwoman of the new company.[23][24][25]

Upon the merger agreement, Viacom and CBS jointly announced that the transaction is expected to close by the end of 2019, pending regulatory and shareholder approvals.[26] The merger must be approved by the Federal Trade Commission.[26]

On October 28, the merger was approved by National Amusements, which then announced the deal would close in early December; the recombined company will trade its shares on NASDAQ under the symbols "VIAC" and "VIACA" after CBS Corporation delist its shares on the New York Stock Exchange.[27][28]

On November 25, Viacom and CBS announced the merger would close on December 4 and begin trading NASDAQ on December 5.[29][30] On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed.[31]

On December 10, Bakish revealed ViacomCBS would look to divest Black Rock, CBS's headquarters since 1964. He stated, "Black Rock is not an asset we need to own and we believe that money would be put to better use elsewhere..."[32] That same day, ViacomCBS and its Paramount Pictures subsidiary resumed talks with Miramax (and its owner beIN Media Group) to acquire a stake in the company.[33]

Company units

ViacomCBS comprises of four major units: CBS Entertainment Group, Domestic Media Networks, Networks International, and Global Distribution Group.

CBS Entertainment Group consists of CBS-branded assets - including the CBS television network, CBS News, CBS Sports, CBS Television Studios, CBS Television Stations, and CBS Interactive. The unit also has a 50% interest in The CW television network joint venture co-owned by AT&T subsidiary WarnerMedia.

Domestic Media Networks encompasses the pay television channels provided in the United States, such as MTV, Nickelodeon, Showtime, BET, Comedy Central, TV Land, Paramount Network, Logo TV, CMT, Pop, VH1, The Movie Channel, and Flix. The unit also has the Smithsonian Channel venture interest with the Smithsonian Institution.

Networks International encompasses the international versions of company's certain domestic channels, as well as region-specific networks, such as Channel 5 in the United Kingdom, Network 10 in Australia, Telefe in Argentina and Colors in India (via its Viacom 18 joint venture with TV18).

Global Distribution Group focuses on the global distribution of all programs produced by all ViacomCBS production studios. The division consists of CBS Television Distribution, CBS Studios International and Viacom International Studios.

Other assets owned by ViacomCBS are film studio Paramount Pictures, over-the-top ad-supported video-on-demand platform Pluto TV, media and entertainment company AwesomenessTV, book publisher Simon & Schuster, multi-genre online video conference VidCon and Bellator MMA.

Footnotes

    References

    1. "CBS and Viacom Reveal December Merger Date – Mark Your Calendars". November 25, 2019.
    2. Szalai, George (September 29, 2016). "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved October 13, 2016.
    3. "Shari Redstone withdraws CBS-Viacom merger proposal". CNBC. December 12, 2016. Retrieved December 17, 2016.
    4. Wang, Christine (January 12, 2018). "Viacom, CBS shares surge after report Shari Redstone pursuing merge of companies". CNBC. Retrieved January 12, 2018.
    5. Busch, Anita; Chmielewski, Anita (January 17, 2019). "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline Hollywood. Retrieved January 19, 2018.
    6. "Weinstein Co Talking to 22 Buyers, $300 Million Expected Price, Bob Weinstein Must Exit". The Wrap. October 26, 2017. Retrieved October 26, 2017.
    7. Ryan Faughnder (March 1, 2018). "Former Obama administration official has reached a deal to buy Weinstein Co. assets". Los Angeles Times. Retrieved March 2, 2018.
    8. Chmielewski, Dawn (March 2, 2018). "TWC Board, New York AG Confirm Maria Contreras-Sweet Group Has Acquired Weinstein Company Assets". Deadline Hollywood. Retrieved March 2, 2018.
    9. "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved April 11, 2018.
    10. Littleton, Cynthia (April 11, 2018). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved April 11, 2018.
    11. "CBS Sues Redstones' Firm in Escalation of Longstanding Fight". Bloomberg.com. May 14, 2018. Retrieved May 14, 2018.
    12. Chmielewski, Dawn C. (May 14, 2018). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved May 14, 2018.
    13. Chmielewski, Dawn C. (May 14, 2018). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved May 26, 2018.
    14. Bond, Paul (May 23, 2018). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved May 26, 2018.
    15. Parker, Ryan (September 9, 2018). "Leslie Moonves Exits CBS After Being Accused of Sex Crimes, Violence by More Women". The Hollywood Reporter.
    16. James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved June 2, 2019.
    17. Munson, Ben (July 16, 2019). "CBS, Viacom set early August deadline for remerger agreement – report". FierceVideo. Retrieved July 20, 2019.
    18. Littleton, Synthia (July 19, 2019). "CBS, Viacom Boards Wrestle With Post-Merger Management Decisions, Ending COO Role (EXCLUSIVE)". Variety. Retrieved July 20, 2019.
    19. "How a Merged CBS-Viacom Could Try to Compete with Hollywood Giants". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019.
    20. "CBS, Viacom Reach Tentative Deal on Team to Lead Combined Company". The Wall Street Journal. Retrieved August 3, 2019.
    21. Lafayette, Jon (August 7, 2019). "CBS-Viacom Deal Won't Make Deadline". Broadcasting Cable.
    22. Bouma, Luke (August 7, 2019). "CBS & Viacom's Merger Announcement is Reportedly Delayed as Talks Continue". Cord Cutters News.
    23. Gasparino, Charles; Moynihan, Lydia (August 13, 2019). "CBS, Viacom agree to merge, forming a $28B entertainment firm". Fox Business. Retrieved August 13, 2019.
    24. Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter. Retrieved August 15, 2019.
    25. "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.
    26. "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.
    27. Steinberg, Brian (October 28, 2019). "Viacom, CBS Set to Merge in Early December". Variety. Retrieved October 28, 2019.
    28. Weprin, Alex (October 29, 2019). "Viacom-CBS Merger Now Expected to Close in 'Early December'". Billboard. Retrieved October 29, 2019.
    29. "CBS Corporation and Viacom Inc. Announce Expected Closing Date of Merger". www.businesswire.com. November 25, 2019. Retrieved November 26, 2019.
    30. "CBS and Viacom Reveal December Merger Date – Mark Your Calendars". November 25, 2019.
    31. Weprin, Alex (December 4, 2019). "Bob Bakish's Memo to ViacomCBS Staff: Merger "A Historic Moment"". The Hollywood Reporter. Retrieved December 4, 2019.
    32. Weprin, Alex. "CBS' Historic New York Headquarters to Be Sold". The Hollywood Reporter. Retrieved December 10, 2019.
    33. Lang, Brent; Lang, Brent (December 10, 2019). "ViacomCBS and Paramount Resume Talks to Buy Stake in Miramax (EXCLUSIVE)". Variety. Retrieved December 10, 2019.
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