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 $0.001 per share, of Viacom (the "Viacom Class A Common Stock") issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of Class A common stock, par value $0.001 per share, of ViacomCBS (the "ViacomCBS Class A Common Stock") and (2) each share of Class B common stock, par value $0.001 per share, of Viacom (the "Viacom Class B Common Stock") issued and outstanding immediately prior to the Effective Time, other than shares held by Viacom as treasury shares or held by CBS, was converted automatically into 0.59625 shares of Class B common stock, par value $0.001 per share, of ViacomCBS (the "ViacomCBS Class B Common Stock" and together with the ViacomCBS Class A Common Stock, the "ViacomCBS Common Stock").

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 $0.001 per share, and Class B common stock, par value $0.001 per share, of CBS (the "CBS Class A Common Stock" and "CBS Class B Common Stock," respectively) issued and outstanding immediately prior to the Effective Time remained an issued and outstanding share of ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock, respectively, and was not affected by the Merger.

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 December 4, 2019, CBS, Viacom and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the "Trustee"), entered into the Twenty-First Supplemental Indenture (the "Supplemental Indenture") to the Indenture, dated as of April 12, 2006 (as amended, supplemented or otherwise modified from time to time, the "Indenture"), between Viacom and the Trustee, pursuant to which at the Effective Time ViacomCBS succeeded to, and became substituted for, Viacom, and assumed all of Viacom's rights and obligations under the Indenture, including with respect to all payments of principal, premium (if any) and interest on the Outstanding Securities (as defined in the Indenture) of each series of Securities (as defined in the Indenture) issued under the Indenture.

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 December 4, 2019, ViacomCBS entered into that certain Loan Assumption (the "Loan Assumption") with respect to the Amended and Restated Credit Agreement, dated as of February 11, 2019 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Viacom, the subsidiary borrowers party thereto, the lenders party thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A. and Bank of America, N.A., as syndication agents, and Deutsche Bank Securities Inc., Mizuho Bank, Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as documentation agents, pursuant to which, as of the Effective Time, ViacomCBS assumed all of the obligations of Viacom under the Credit Agreement.

Under the Credit Agreement, the Lenders provide ViacomCBS a $2.5 billion revolving credit facility. Borrowing rates under the Credit Agreement are determined at ViacomCBS' option at the time of each borrowing and are generally based on the London interbank offered rate for deposits in the relevant currency or the alternate base rate, in each case, plus a specified margin based on the rating applicable to ViacomCBS' senior, unsecured, non-credit enhanced long term debt (as determined pursuant to the Credit Agreement). ViacomCBS has the right at any time to increase the total amount of its commitments under the Credit Agreement by an aggregate additional amount not to exceed $1 billion. ViacomCBS is obligated to pay a commitment fee based on the average daily unused amount of the commitments under the Credit Agreement. The maturity date of the revolving credit facility under the Credit Agreement is February 11, 2024, subject to two one-year extensions. The revolving credit facility under the Credit Agreement contains only one principal financial covenant - a maximum consolidated total leverage ratio. Borrowings under the Credit Agreement may be used for general corporate purposes.

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 December 4, 2019, CBS provided written notice to the New York Stock Exchange (the "NYSE") of the completion of the Merger and requested that the NYSE (1) suspend trading of the CBS Class A Common Stock and the CBS Class B Common Stock and (2) delist the CBS Class A Common Stock and the CBS Class B Common Stock from the NYSE. Immediately prior to the Effective Time, CBS filed with the SEC a Form 25 to withdraw the listing of the CBS Class A Common Stock and the CBS Class B Common Stock from the NYSE.

Following the Effective Time, ViacomCBS filed with the SEC a Form 8-A to list the ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock on Nasdaq. The ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock have been approved for listing on Nasdaq under the ticker symbols "VIACA" and "VIAC," respectively, and will begin trading on December 5, 2019.

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 December 3, 2019, the board of directors of CBS appointed each of Robert M. Bakish, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman (the "New Director Appointees") to the ViacomCBS Board, effective as of the Effective Time, and on December 4, 2019, Gary L. Countryman, Martha L. Minow and Strauss Zelnick resigned from the board of directors of CBS and any committees thereof, effective as of the Effective Time. As a result of these changes, following the Effective Time, the ViacomCBS Board has 13 directors, consisting of the New Director Appointees, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Shari E. Redstone, Susan Schuman and Frederick O. Terrell.

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 CBS with the SEC on September 18, 2009, and, other than Mr. Bakish, will participate in ViacomCBS' standard director compensation arrangements applicable to directors who are not employees of ViacomCBS or any of its subsidiaries, which is described in the Proxy Statement filed by CBS with the SEC on April 12, 2019.

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Following the Effective Time on December 4, 2019, the ViacomCBS Board
(1) appointed Ms. 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 December 4, 2019, effective as of the Effective Time, Joseph R. Ianniello, who served as President and Acting Chief Executive Officer of CBS until the Closing, and ViacomCBS entered into a new employment agreement (the "New Ianniello Agreement"), pursuant to which Mr. Ianniello will serve as Chairman and Chief Executive Officer of the CBS business of ViacomCBS. The New Ianniello Agreement provides for a fixed term commencing as of the Closing and ending on the 15-month anniversary thereof, unless terminated earlier. Mr. Ianniello will report to the President and Chief Executive Officer of ViacomCBS. The material terms of the New Ianniello Agreement are set forth in the section entitled "The Merger-Interests of CBS' Executive Officers and Directors in the Merger-The New Ianniello Agreement" in the Registration Statement and are incorporated herein by reference.

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 December 4, 2019, effective as of the Effective Time, the ViacomCBS Board appointed Mr. Bakish to serve as President and Chief Executive Officer of ViacomCBS. ViacomCBS assumed at the closing of the Merger (the "Closing") the employment agreement, dated as of August 13, 2019, between Viacom and Mr. Bakish (the "Bakish Agreement"), which provides that Mr. Bakish will serve as President and Chief Executive Officer of ViacomCBS from the Closing through the fourth anniversary of the Closing, subject to one-year extensions beginning on the third anniversary of the Closing. The material terms of the Bakish Agreement are set forth in the section entitled "The Merger-Interests of Viacom's Executive Officers and Directors in the Merger-The New Bakish Agreement" in the Registration Statement and are incorporated herein by reference.

In the event of a qualifying termination prior to the second anniversary of the Closing, Mr. Bakish will receive benefits under the Viacom Inc. Executive Retention Plan for Section 16 Officers or the Bakish Agreement, whichever are greater.

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ViacomCBS also assumed at the Closing the letter agreement, dated as of August 13, 2019, that Viacom and Mr. Bakish entered into in connection with the Bakish Agreement (the "Bakish Letter Agreement"), which provides for an increase . . .

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 CBS were further amended and restated in substantially the forms set forth as annexes to the Registration Statement (as amended, the "A&R Charter" and "A&R Bylaws," respectively). Descriptions of the material terms and conditions of the A&R Charter and A&R Bylaws are set forth in the sections entitled "The Merger-Governance Following Completion of the Merger-Constituent Documents" and "Comparison of the Stockholder Rights" in the Registration Statement and are incorporated herein by reference.

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 December 4, 2019, ViacomCBS issued a press release announcing the completion of the Merger, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated balance sheets of Viacom as of September 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 ended September 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, are filed as Exhibit 99.2 hereto and are incorporated by reference into this Item 9.01(a).

(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 of August 13, 2019, by and
                between CBS Corporation and Viacom Inc. (incorporated by reference to
                Exhibit 2.1 to the Current Report on Form 8-K of CBS Corporation,
                filed on August 19, 2019).†

   2.2            Amendment No. 1 to the Agreement and Plan of Merger, dated as of
                October 16, 2019, by and between CBS Corporation and Viacom Inc.
                (incorporated by reference to Exhibit 2.1 to the Current Report on
                Form 8-K of CBS Corporation, filed on October 17, 2019).†

   3.1            Amended and Restated Certificate of Incorporation of ViacomCBS
                Inc., effective as of December 4, 2019.

   3.2            Amended and Restated Bylaws of ViacomCBS Inc., effective as of
                December 4, 2019.

   4.1            Twenty-First Supplemental Indenture, dated as of December 4, 2019,
                by and among CBS Corporation, Viacom Inc. and The Bank of New York
                Mellon, a New York banking corporation, as trustee (in such capacity,
                the "Trustee"), to the Indenture, dated as of April 12, 2006, between
                Viacom Inc. and the Trustee.

   10.1           Loan Assumption, dated as of December 4, 2019, by ViacomCBS Inc.

   10.2           Amended and Restated Credit Agreement, dated as of February 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. and Bank of America, N.A., as
                syndication agents, and Deutsche Bank Securities Inc., Mizuho Bank,
                Ltd., Morgan Stanley MUFG Loan Partners, LLC and Wells 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 on
                May 10, 2019).†

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  10.3        Employment Agreement, dated as of December 4, 2019, between ViacomCBS
            Inc. and Joseph R. Ianniello (incorporated by reference to Exhibit A to
            Exhibit 10.6 to the Registration Statement on Form S-4 of CBS
            Corporation, filed on October 17, 2019).

  10.4        Employment Agreement, dated as of August 13, 2019, between Viacom Inc.
            and Robert M. Bakish (incorporated by reference to Exhibit 10.4 to the
            Registration Statement on Form S-4 of CBS Corporation, filed on
            October 17, 2019).

  10.5        Letter Agreement, dated as of August 13, 2019, between Viacom Inc. and
            Robert M. Bakish (incorporated by reference to Exhibit 10.5 to the
            Registration Statement on Form S-4 of CBS Corporation, filed on
            October 17, 2019).

  23.1        Consent of PricewaterhouseCoopers LLP.

  99.1        Press Release of ViacomCBS Inc., dated December 4, 2019.

  99.2        The audited consolidated balance sheets of Viacom Inc. as of September
            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 ended September 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 ended September 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 Securities and Exchange Commission upon request.

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