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ViacomCBS Inc. is an American diversified multinational mass media conglomerate formed through the merger of the second incarnation of CBS Corporation and the second incarnation of Viacom on December 4, 2019, which were split from the first incarnation of Viacom in 2006. 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 180 countries, as of 2019. The company's main assets include the Paramount Pictures film and television studio, the CBS Entertainment Group (consisting of the CBS television network, television stations, and other CBS-branded assets), 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), the company's streaming services, including Paramount+ and Pluto TV, and the Simon & Schuster book publisher (sale to Penguin Random House pending in 2021).


Background


In 1952, CBS formed CBS Television Film Sales, a division which handled syndication rights for CBS's library of network owned television series. This division was renamed CBS Films in 1958, and again renamed CBS Enterprises Inc. in January 1968, and finally renamed 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 abolished completely in 1993.) In 1985, Viacom purchased MTV Networks & Showtime/The Movie Channel Inc. from Warner Communications and American Express. In 1986, Viacom was acquired by its present owner, theater operator company National Amusements. In 1994, Viacom acquired Paramount Communications. 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, 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 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. 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 explained 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 not propose 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, with both companies agreeing on the management team for the merger. Bob Bakish would serve as CEO of the combined company with the 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.


Operations


On August 13, 2019, 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 required approval by the Federal Trade Commission. On October 28, 2019, 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, 2019, Viacom and CBS announced the merger would close on December 4 and begin trading on NASDAQ on next day. On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed. On December 10, 2019, days after the merger, 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.” On June 19, 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. On August 4, 2020, ViacomCBS announced that the company's connected video advertising platform, EyeQ, is set to launch in fall 2020. On September 14, 2020, ViacomCBS announced an agreement to sell the CBSi owned CNET Media Group to Red Ventures for $500 million. The deal will include the eponymous CNET tech site, as well as ZDNet, GameSpot, the ''TV Guide'' digital assets, Metacritic, and Chowhound. The deal closed on October 30, 2020. On November 17, 2020, various news outlets had reported that companies such as Vivendi, Bertelsmann's Penguin Random House and News Corp's HarperCollins had considered acquiring Simon & Schuster for as much as $1.7 billion. ViacomCBS had expected the bids to be placed before November 26. On November 25, 2020, Penguin Random House agreed to purchase Simon & Schuster for $2.175 billion, pending regulatory approval.


ViacomCBS International


ViacomCBS International Inc. (formerly known as Viacom International Inc.) is the subsidiary responsible called for copyrights and trademarks associated with its corporate websites and cable networks, specifically its Domestic Media Networks division, and is the division which licenses the product rights for their various properties. Before 1986, Viacom International was the parent company of Viacom, and the old CBS television show catalogs. Before the merger with CBS Corporation in 1999, it also acted as the first Viacom's licensee company for Viacom's owned television stations; for instance, New Britain, Connecticut station WVIT, currently an NBC owned-and-operated station for the Hartford market owned by Viacom from 1978 until 1997, took their call letters from Viacom International. Since the second merger between Viacom and CBS in 2019, this subsidiary has been renamed in 2020.


Company units


ViacomCBS comprises five major units: * CBS Entertainment Group consists of CBS-branded assets, including the CBS television network, CBS News, CBS Sports, CBS Studios, CBS Media Ventures, Big Ticket Television and CBS Television Stations. The unit also has a 50% interest in The CW television network joint venture co-owned by AT&T subsidiary WarnerMedia through its Warner Bros. division. * Domestic Media Networks encompasses the pay television channels owned by ViacomCBS in the United States, such as MTV, Nickelodeon, Showtime, BET, Comedy Central, TV Land, Paramount Network, Logo, CMT, Pop TV, Smithsonian Channel, VH1, The Movie Channel, and Flix. ViacomCBS Domestic also controls production facilities for the channels listed above, including Nickelodeon Animation Studio. * International Networks encompasses certain international versions of the company's domestic channels, as well as region-specific networks, such as Channel 5 in the United Kingdom, Network 10 in Australia, and Telefe in Argentina. ViacomCBS International also owns a third of the Rainbow S.r.l. television studio in Italy, as well as a 49% stake in the Viacom 18 joint venture with TV18. This unit also includes all CBS-branded channels across Europe, which are co-owned with AMC Networks International. * Streaming Group focused on the global over-the-top streaming services and Internet properties. This division encompasses Paramount+, Pluto TV, CBSN, CBS Sports HQ, BET+ and Noggin. * Global Distribution Group focuses on the global distribution of all programs produced by all ViacomCBS production studios. The division consists of ViacomCBS International Studios. Other assets owned by ViacomCBS include the Paramount Pictures film and television studio, book publisher Simon & Schuster, multi-genre online video conference VidCon, mixed martial arts promoter Bellator, and media and entertainment company Awesomeness. As of November 2019, AwesomenessTV is overseen by its co-founder Brian Robbins, an executive for ViacomCBS Domestic. The company also has an undisclosed stake in FuboTV, acquired in 2020.


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External links


* {{authority control Category: American companies established in 2019 Category: Entertainment companies based in New York City Category: Entertainment companies established in 2019 Category: Conglomerate companies of the United States Category: Conglomerate companies established in 2019 Category: Companies listed on NASDAQ Category: Mass media companies based in New York City Category: Mass media companies established in 2019 Category: Mass media companies of the United States Category:2019 establishments in New York City Category: Publicly traded companies based in New York City Category: Companies formed by merger Category: Companies in the Nasdaq Next Generation 100