Item 8.01 Other Events.
On May 12, 2020, ViacomCBS Inc. (the "Company") entered into an Underwriting
Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc.,
Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities
USA LLC, as representatives of the underwriters named in Schedule 1 thereto,
pursuant to which the Company agreed to issue and sell $1,000,000,000 aggregate
principal amount of its 4.200% Senior Notes due 2032 (the "2032 Notes") and
$1,000,000,000 aggregate principal amount of its 4.950% Senior Notes due 2050
(the "2050 Notes" and, together with the 2032 Notes, the "Notes").
The offering is being made 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 the Underwriting Agreement related to the issuance of
the Notes, which by this filing is hereby incorporated by reference into the
Registration Statement.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Report on Form
8-K:
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement, dated May 12, 2020, among ViacomCBS Inc.
and Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as
representatives of the underwriters named in Schedule 1 thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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