Item 8.01 Other Events.

On March 27, 2020, ViacomCBS Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2025 (the "2025 Notes") and $1,250,000,000 aggregate principal amount of its 4.950% Senior Notes due 2031 (the "2031 Notes" and, together with the 2025 Notes, the "Notes").

The Notes were issued and sold on April 1, 2020 pursuant to the Company's automatic shelf registration statement on Form S-3 dated March 27, 2020 (No. 333-237426) filed with the Securities and Exchange Commission (the "Registration Statement"). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain documents related to the issuance of the Notes, each of which by this filing is hereby incorporated by reference into the Registration Statement.

The Notes are governed by the Indenture, dated as of March 27, 2020, between the Company and Deutsche Bank Trust Company Americas, as trustee.

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. The Form of 2025 Note and Form of 2031 Note are filed herewith as Exhibits 4.1 and 4.2, respectively. The legal opinion relating to the validity of the Notes is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.




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

Exhibit
Number                                  Description of Exhibit

   1.1              Underwriting Agreement dated March 27, 2020, among ViacomCBS
                  Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan
                  Securities LLC and Morgan Stanley & Co. LLC, as representatives of
                  the underwriters named in Schedule 1 thereto.

   4.1              Form of 2025 Note.

   4.2              Form of 2031 Note.

   5.1              Opinion of Shearman & Sterling LLP regarding the validity of the
                  Notes.

   23.1             Consent of Shearman & Sterling LLP (included in Exhibit 5.1).

   104            Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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