Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Merger with Viacom
On the terms and subject to the conditions set forth in the Merger Agreement, at
the Effective Time, (1) each share of Class A common stock, par value
No fractional shares of ViacomCBS Common Stock were issued in connection with the Merger, and the stockholders of Viacom became entitled to receive cash in lieu of any fractional shares of ViacomCBS Common Stock.
At the Effective Time, each share of Class A common stock, par value
At the Effective Time, each Viacom stock option outstanding immediately prior to the Effective Time was converted automatically into a ViacomCBS stock option, on the same terms and conditions, with respect to a number of shares of ViacomCBS Class B Common Stock equal to (1) the number of shares of Viacom Class B Common Stock subject to the Viacom stock option immediately prior to the Effective Time, multiplied by (2) 0.59625 (with the resulting number rounded down to the nearest whole share), at an exercise price (rounded up to the nearest hundredths of a cent) equal to the exercise price of the stock option immediately prior to the Effective Time divided by 0.59625.
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Any award of time-based restricted stock units with respect to Viacom Class B Common Stock (a "Viacom RSU Award") held by a non-employee member of the Viacom board of directors who will not serve on the ViacomCBS board of directors (the "ViacomCBS Board") after the Effective Time vested immediately prior to the Effective Time. At the Effective Time, each other Viacom RSU Award outstanding immediately prior to the Effective Time was converted into an award of time-based restricted stock units with respect to ViacomCBS Class B Common Stock (a "ViacomCBS RSU Award"), on the same terms and conditions, with respect to a number of shares of ViacomCBS Class B Common Stock (rounded to the nearest whole share) equal to (1) the number of shares of Viacom Class B Common Stock subject to the Viacom RSU Award immediately prior to the Effective Time, multiplied by (2) 0.59625.
At the Effective Time, each award of performance-based restricted stock units with respect to Viacom Class B Common Stock (a "Viacom PSU Award") outstanding . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Supplemental Indenture
On
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Loan Assumption
On
Under the Credit Agreement, the Lenders provide ViacomCBS a
The foregoing descriptions of the Loan Assumption and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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. . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Following the Effective Time, ViacomCBS filed with the
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
(b) and (d)
ViacomCBS Board of Directors and Committees
As contemplated by the Merger Agreement, on
Each of the New Director Appointees will be provided with the opportunity to
execute a ViacomCBS director indemnification agreement, the form of which was
filed as Exhibit 10 to the Current Report on Form 8-K filed by
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Following the Effective Time onDecember 4, 2019 , the ViacomCBS Board (1) appointedMs. Redstone to serve as non-executive Chair of the ViacomCBS Board and (2) reconstituted each of the standing committees of the ViacomCBS Board as follows: Nominating and Governance Audit Committee Compensation Committee Committee Barbara M. Byrne (Chair) Brian Goldner (Chair) Nicole Seligman (Chair) Judith A. McHale Linda M. Griego Candace K. Beinecke Ronald L. Nelson Judith A. McHale Charles E. Phillips, Jr. Frederick O. Terrell Ronald L. Nelson Susan Schuman (b) and (e) The New Ianniello Agreement
On
The above-referenced description of the New Ianniello Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Ianniello Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
(c)
Bakish Appointment
On
In the event of a qualifying termination prior to the second anniversary of the
Closing,
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ViacomCBS also assumed at the Closing the letter agreement, dated as of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the
Amended and Restated Certificate of Incorporation and the Amended and Restated
Bylaws of
The above-referenced descriptions of the A&R Charter and A&R Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated balance sheets of Viacom as of
(b) Pro Forma Financial Information.
Any pro forma financial information required pursuant to this Item 9.01(b) in relation to the Merger will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date by which this Current Report is required to be filed.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K: Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as ofAugust 13, 2019 , by and betweenCBS Corporation and Viacom Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofCBS Corporation , filed onAugust 19 , 2019).† 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as ofOctober 16, 2019 , by and betweenCBS Corporation and Viacom Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofCBS Corporation , filed onOctober 17 , 2019).† 3.1 Amended and Restated Certificate of Incorporation of ViacomCBS Inc., effective as ofDecember 4, 2019 . 3.2 Amended and Restated Bylaws ofViacomCBS Inc. , effective as ofDecember 4, 2019 . 4.1 Twenty-First Supplemental Indenture, dated as ofDecember 4, 2019 , by and amongCBS Corporation , Viacom Inc. andThe Bank of New York Mellon , aNew York banking corporation, as trustee (in such capacity, the "Trustee"), to the Indenture, dated as ofApril 12, 2006 , between Viacom Inc. and the Trustee. 10.1 Loan Assumption, dated as ofDecember 4, 2019 , byViacomCBS Inc. 10.2 Amended and Restated Credit Agreement, dated as ofFebruary 11, 2019 , by and among Viacom Inc., the subsidiary borrowers party thereto, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent,Citibank, N.A . andBank of America, N.A ., as syndication agents, andDeutsche Bank Securities Inc. ,Mizuho Bank, Ltd. ,Morgan Stanley MUFG Loan Partners, LLC andWells Fargo Bank, N.A ., as documentation agents (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Viacom Inc. filed onMay 10 , 2019).†
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10.3 Employment Agreement, dated as ofDecember 4, 2019 , between ViacomCBS Inc. andJoseph R. Ianniello (incorporated by reference to Exhibit A to Exhibit 10.6 to the Registration Statement on Form S-4 ofCBS Corporation , filed onOctober 17, 2019 ). 10.4 Employment Agreement, dated as ofAugust 13, 2019 , between Viacom Inc. andRobert M. Bakish (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 ofCBS Corporation , filed onOctober 17, 2019 ). 10.5 Letter Agreement, dated as ofAugust 13, 2019 , between Viacom Inc. andRobert M. Bakish (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 ofCBS Corporation , filed onOctober 17, 2019 ). 23.1 Consent ofPricewaterhouseCoopers LLP . 99.1 Press Release ofViacomCBS Inc. , datedDecember 4, 2019 . 99.2 The audited consolidated balance sheets of Viacom Inc. as ofSeptember 30, 2019 and 2018, and the related audited consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the years in the three-year period endedSeptember 30, 2019 , including the related notes, financial statement schedule, Management's Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (all incorporated by reference to Part II. Item 8 and Part IV. Item 15 of the Form 10-K of Viacom Inc. for the fiscal year endedSeptember 30, 2019 (SEC File No. 001-32686)). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Schedules, exhibits and/or annexes have been omitted pursuant to Item
601(b)(2) of Regulation S-K. A copy of any such omitted item will be furnished
supplementally to the
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