ViacomCBS


ViacomCBS Inc. is an American diversified multinational mass media conglomerate formed through the merger of CBS Corporation and the second incarnation of Viacom in 2019, which were split from the original incarnation of Viacom in 2005.
The company's main assets include the Paramount Pictures film and television studio, CBS Entertainment Group, domestic networks, international networks, the Pluto TV ad-supported television streaming service, and the Simon & Schuster book publisher.
Headquartered at One Astor Plaza in Midtown Manhattan, New York City, the company operates over 170 networks and reaches approximately 700 million subscribers in approximately 160 countries, as of 2020.

Background

In 1952, CBS formed CBS Films, a division which handled syndication rights for CBS’s library of television series. This division was renamed CBS Enterprises Inc. in January 1968, and again renamed Viacom in 1970. In 1971, this syndication division was spun off amid new FCC rules forbidding television networks from owning syndication companies. In 1986, Viacom was acquired by its present owner, theater operator company National Amusements. Throughout the 1980s and 1990s, Viacom made several acquisitions, including MTV Networks and Paramount Communications. In 1999, Viacom made its biggest acquisition to date by announcing plans to merge with its former parent CBS Corporation. 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, the parent company of CBS Corporation and Viacom, wrote to Viacom and CBS encouraging the two companies to merge back into one company. On December 12, the deal was called off.
On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger of AT&T-Time Warner and Disney's proposed acquisition of most of 21st Century Fox's assets were announced. Viacom and CBS also faced heavy competition from companies such as Netflix and Amazon. Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate. Viacom and Lionsgate were both interested in acquiring The Weinstein Company. Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC. 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. Lantern Capital would later acquire the Studio.
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.
Eventually, on May 14, 2018, CBS Corporation sued 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. CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.
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.
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.
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. Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.
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. On August 7, 2019, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.

Beginning of operations

On August 13, CBS and Viacom officially announced their merger; the combined company was to be named ViacomCBS, with Shari Redstone serving as chair.
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. The merger must be approved by the Federal Trade Commission.
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.
On November 25, Viacom and CBS announced the merger would close on December 4 and begin trading Nasdaq on December 5. On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed.
On December 10, Bakish announced that ViacomCBS would look to divest Black Rock, the building that held 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." On December 20, 2019, ViacomCBS agreed to acquire a 49% minority stake in film studio Miramax from BeIN Media Group for $379 million. As part of the purchase, Paramount Pictures reached a long-term deal for exclusive distribution rights to its library, and first-look agreements to co-develop new film and television projects based on Miramax-owned properties.
On March 2, 2020, executive vice president Dana McClintock announced that he would depart the company after 27 years in CBS Communications. On March 4, the company announced plans to potentially sell its Simon & Schuster publishing unit, with Bakish arguing that it lacked a "significant connection for our broader business.”
In June 2020, Jaime Ondarza, formerly the senior vice president of Turner Broadcasting South Europe and Africa, became the new head of ViacomCBS Networks International for France, Spain, Italy, the Middle East, Greece and Turkey.

Company units

ViacomCBS comprises four major units:
Other assets owned by ViacomCBS are the Paramount Pictures film and television studio, over-the-top ad-supported video-on-demand platform Pluto TV, book publisher Simon & Schuster, multi-genre online video conference VidCon, mixed martial arts promotion Bellator, and media and entertainment company AwesomenessTV. As of November 2019, AwesomenessTV is overseen by its co-founder Brian Robbins, an executive for ViacomCBS Domestic.