Penguin Random House LLC entered into a definitive agreement to acquire Simon & Schuster, Inc. from ViacomCBS Inc. (NasdaqGS:VIAC) for $2.2 billion on November 24, 2020. Bertelsmann SE & Co. KGaA, parent of Penguin Random House LLC will pay the purchase price in cash and finance the acquisition from existing cash resources. The transaction is the outcome of a highly competitive auction. Upon closing, Simon & Schuster will continue to be managed as a separate publishing unit under the Penguin Random House umbrella. Bertelsmann will pay a termination fee if the deal fails due to regulatory reasons. In 2019, Simon & Schuster generated revenues of $814 million, operating income of $127 million, net income of $102 million and total assets of $1.44 billion. Jonathan Karp, President and Chief Executive Officer of Simon & Schuster, and Dennis Eulau, Chief Operating Officer and Chief Financial Officer, will continue at the helm of Simon & Schuster, Inc. The deal is subject to customary closing conditions, including regulatory and antitrust approvals. As of March 22, 2021, the CMA announced the launch of its merger inquiry by notice to the parties on March 19, 2021 and has a deadline of May 19, 2021 for its phase 1 decision. As of May 12, 2021, the CMA has decided not to refer the following merger to a Phase 2 investigation under the provisions of the Enterprise Act 2002. On November 2, 2021, the U.S. Department of Justice filed suit in the United States District Court for the District of Columbia to block the transaction. The transaction is expected to close in 2021. Proceeds from the transaction will be used to invest in ViacomCBS?s strategic growth priorities, including in streaming, as well as to fund the dividend and pay down debt. Creighton Condon, Daniel Litowitz and Ehren Stenzler of LionTree Advisors acted as financial advisor and Creighton Condon, Daniel Litowitz, Jessica Delbaum, James Webber, Nathan Tasso, John Cannon, Lona Nallengara, Nick Withers, Roger Morscheiser, Jason Pratt and Sam Whitaker of Shearman & Sterling LLP acted as legal advisor to ViacomCBS. Marco Caggiano of J.P. Morgan Securities LLC acted as financial advisor, Michael Davis, Kyoko Takahashi Lin, Michael Mollerus, Ethan R. Goldman, Frank J. Azzopardi, Daniel F. Forester, Bonnie Chen of Davis Polk & Wardwell LLP as legal advisor and Debbie Feinstein, Axel Gutermuth and Saul Morgenstern of Arnold & Porter acted as the legal advisor to Bertelsmann.