PARAMOUNT GLOBAL Item 3.03 Material Modification to Rights of Security Holders.
In connection with the public offering by
Subject to certain exceptions, so long as any share of Mandatory Convertible
Preferred Stock remains outstanding, no dividends or distributions will be
declared or paid on shares of Class B Common Stock, par value
Unless converted earlier in accordance with the terms of the Certificate of
Designations, each share of Mandatory Convertible Preferred Stock will
automatically convert for settlement on the mandatory conversion date, which is
Subject to the rights of holders of any class or series of the Company's capital
stock ranking senior to the Mandatory Convertible Preferred Stock with respect
to dividends, holders of Mandatory Convertible Preferred Stock will be entitled
to receive, when, as and if declared by the Company's Board of Directors (or a
duly authorized committee thereof) out of funds legally available for payment,
cumulative dividends at the annual rate of 5.75% of the liquidation preference
of
If accumulated dividends on the outstanding Mandatory Convertible Preferred Stock have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, then, subject to the other provisions of the Mandatory Convertible Preferred Stock, the authorized number of the Company's directors will automatically increase by two and the holders of the Mandatory Convertible Preferred Stock, voting together as a single class with the holders of each class or series of voting parity stock, if any, will have the right to elect two directors to fill such two new directorships at the Company's next annual meeting of stockholders (or, if earlier, at a special meeting of the Company's stockholders called for such purpose).
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Holders of the Mandatory Convertible Preferred Stock will have the right to convert all or any portion of their shares of Mandatory Convertible Preferred Stock at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a Fundamental Change (as defined in Certificate of Designations governing the Mandatory Convertible Preferred Stock) will be settled at the minimum conversion rate of 1.0013 shares of Class B Common Stock. In addition, the conversion rate applicable to such an early conversion may in certain circumstances be increased to compensate holders of the Mandatory Convertible Preferred Stock for certain unpaid accumulated dividends.
If a Fundamental Change occurs, then holders of the Mandatory Convertible Preferred Stock will, in certain circumstances, be entitled to convert all or any portion of their Mandatory Convertible Preferred Stock at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments.
The Mandatory Convertible Preferred Stock will not be subject to redemption at the Company's option.
Upon the Company's voluntary or involuntary liquidation, winding-up or
dissolution, each holder of Mandatory Convertible Preferred Stock will be
entitled to receive a liquidation preference in the amount of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
Item 8.01 Other Events.
Offerings of Class B Common Stock and 5.75% Series A Mandatory Convertible Preferred Stock
On
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The Underwriting Agreements contain customary representations, warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The closing of the Offerings occurred on
The foregoing description of the Underwriting Agreements is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreements, copies of which are filed herewith as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K and incorporated herein by reference.
Additionally, in connection with the Offerings, the Company is filing legal opinions regarding the validity of the Class B Common Stock and Mandatory Convertible Preferred Stock, attached as Exhibit 5.1 and 5.2, respectively, to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
1.1 Underwriting Agreement relating to the Class B Common Stock, dated
March 23, 2021 , among ViacomCBS Inc. and Morgan Stanley & Co. LLC and
J.P. Morgan Securities LLC , as representatives of the several
underwriters named in Schedule 1 thereto.
1.2 Underwriting Agreement relating to the 5.75% Series A Mandatory
Convertible Preferred Stock, dated March 23, 2021 , among ViacomCBS
Inc. and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC , as
representatives of the several underwriters named in Schedule 1
thereto.
3.1 Certificate of Designations of the 5.75% Series A Mandatory
Convertible Preferred Stock filed with the Secretary of State of the
State of Delaware on March 25, 2021 .
4.1 Specimen Certificate of the Mandatory Convertible Preferred Stock
(included in Exhibit 3.1 above).
5.1 Opinion of Shearman & Sterling LLP regarding the legality of the
shares of Class B Common Stock, dated March 26, 2021 .
5.2 Opinion of Shearman & Sterling LLP regarding the legality of the
shares of Mandatory Convertible Preferred Stock, dated March 26, 2021 .
23.1 Consent of Shearman & Sterling LLP (included in Exhibit 5.1).
23.2 Consent of Shearman & Sterling LLP (included in Exhibit 5.2)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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