ViacomCBS Announces Completion of the Merger of CBS and Viacom
Combination creates a leading, global premium content powerhouse
December 04, 2019 04:35 PM Eastern Standard Time
NEW YORK--ViacomCBS Inc. (Nasdaq: VIACA, VIAC) (“ViacomCBS”) today announced the completion of the merger between CBS Corporation and Viacom Inc. The combined company, which is renamed ViacomCBS, creates a premium content powerhouse with global scale, including leadership positions in markets across the U.S., Europe, Latin America and Asia.
“This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers,” said Bob Bakish, President and Chief Executive Officer of ViacomCBS. “Through the combination of CBS’s and Viacom’s complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally. I am excited about the opportunity we have to serve our audiences, creative and commercial partners, and employees, while generating significant long-term value for our shareholders.”
Building on an extraordinary collection of culture-defining franchises and partnerships with creative talent around the world, ViacomCBS will be home to more than 140,000 premium TV episodes and 3,600 film titles, with global production capabilities and more than $13 billion in annual content investment. The company will account for 22% of TV viewership in the U.S. and hold the highest share of broadcast and cable viewing across key audience demographics, with strength in all categories, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids.
Through the strength and scale of these assets, ViacomCBS will be well-equipped to maximize the value of its content for its own platforms and for others, as it meets the growing global demand for third-party premium content. The company’s content scale will support a robust streaming strategy, including ViacomCBS’s own suite of advertising and subscription-based offerings. In addition, the company’s broad reach, extensive intellectual property portfolio and expertise in advanced marketing solutions will enable it to strengthen its partnerships with distributors and advertisers globally.
ViacomCBS Class A and Class B shares will begin trading on the Nasdaq Global Select Market on December 5, 2019 under the ticker symbols “VIACA” and “VIAC”, respectively.
As previously announced, as a result of the merger, each Viacom Class A share and Viacom Class B share converted into 0.59625 of a Class A share and Class B share of ViacomCBS, respectively. Holders of CBS Class A shares and CBS Class B shares will continue to own their existing shares, which are now shares of ViacomCBS.
ViacomCBS will have an attractive growth outlook, be positioned to deliver beneficial cost and revenue synergies and generate substantial free cash flow. This will sustain significant investment in programming and innovation, as well as support ViacomCBS’s commitment to a modest dividend payment. ViacomCBS will also benefit from a strong balance sheet, solid investment grade rating and a board and management team that are focused on creating shareholder value.
About ViacomCBS
ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industry’s most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.
For more information about ViacomCBS, please visit www.viacbs.com and follow @ViacomCBS on social platforms.
Cautionary Statement Concerning Forward-Looking Statements
This news release contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause future results, performance or achievements to differ from those expressed or implied by these statements. These risks, uncertainties and other factors include, among others: following the recently completed merger, the CBS and Viacom businesses may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected and may not achieve anticipated synergies; operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors may be greater than anticipated as a result of the merger; the potential impact of unforeseen liabilities, future capital expenditures, expenses or failure to achieve anticipated revenues, costs savings, earnings and synergies from the merger on our financial condition and the management, expansion and growth of our business; litigation related to the merger; potential adverse reactions or changes to business relationships resulting from the merger; the ability to retain and hire key personnel and the uncertainties associated with leadership changes; the risk that the market price for ViacomCBS common stock may be affected by the consummation of the merger and factors different from those that have historically affected CBS and Viacom common stock; the anticipated tax treatment of the merger may not be obtained; risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the merger; and other risks, uncertainties and factors described in our news releases and filings and Viacom’s and CBS’ filings with the Securities and Exchange Commission, including but not limited to Viacom’s Form 10-K for the fiscal year ended September 30, 2019, CBS’ Form 10-K for the fiscal year ended December 31, 2018 and their respective reports on Form 10-Q and Form 8-K subsequent to the filing of their annual reports on Form 10-K. The forward-looking statements included in this news release are made only as of the date of this news release, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. If applicable, reconciliations for any non-GAAP financial information are included in this news release or available on our website at ir.viacbs.com.
VIAC-IR
From the ViacomCBS Newsroom:
BOB BAKISH: WELCOME TO VIACOMCBS
By Bob Bakish
"We have a rare and exciting opportunity to drive the future of our industry."
Thanks to the hard work of many, I’m thrilled to share that the merger of Viacom and CBS has closed, and ViacomCBS is now in business.
This is a historic moment, and it comes at exactly the right time. Demand has never been higher for content that engages, delights and informs. And that’s exactly what we deliver.
ViacomCBS brings together powerful consumer brands that have shaped media and entertainment since the dawn of the broadcast era. With this combination, we:
• Reunite CBS – America’s Most Watched Network – and Paramount Pictures, Hollywood’s longest-running film studio;
• Create a leading suite of pay-TV properties, including Showtime – a premium brand pushing the boundaries of storytelling – and iconic cable channels such as Nickelodeon, MTV, Comedy Central and BET;
• Expand a sizeable international operating footprint driven by top broadcast networks, including Telefe in Argentina, Channel 5 in the U.K., Network 10 in Australia and Colors in India;
• Leverage a major force in consumer publishing in Simon & Schuster, along with growing businesses in live events, consumer products, recreation and other experiences; and
• Boast one of the most innovative digital and streaming portfolios in the marketplace, with premier subscription based and ad-supported products including CBS All Access and Pluto TV.
You’d be hard pressed to find a more diverse and compelling mix of assets – and this is just one piece of the company’s full portfolio.
What truly unites our brands and businesses is a shared passion for storytelling. You see it in our unmatched legacy of hit programming, from SpongeBob to 60 Minutes, Star Trek to South Park. We introduced audiences to Bobby Axelrod and Forrest Gump, Lucy Ricardo, Walter Cronkite and Dora the Explorer. We aired the very first Superbowl and pioneered the highest standards of broadcast journalism.
Now, we have a rare and exciting opportunity to drive the future of our industry as one of the largest and most influential content creators in the world.
But that’s not all. Commercially, ViacomCBS will be the most important partner in the media ecosystem. The company will deliver the largest share of the U.S. television audience and hold number-one positions in every demographic we serve, including total viewers 2+, kids, Adults 18-49 and 25-54, African Americans and Latinx viewers. This reach will extend across every viewing platform and price point, making us a cornerstone offering for distributors. Combine that with our leadership in advanced advertising and marketing solutions, and ViacomCBS will be the go-to choice for advertisers and agencies.
When it comes to production, we’ll be a global powerhouse, making premium content at scale for our own brands and third parties in every genre through our own best-in-class studios, including Paramount Television, CBS Television Studios and Awesomeness, among others. Plus, under the combined company, we’ll now own one of the largest and most valuable libraries of entertainment out there – an extensive collection of iconic franchises with over 140,000 TV episodes and 3,600 film titles.
Beyond these strengths, we’ll leverage a massive global operating footprint that connects with more than 4.3 billion subscribers across 45 languages in nearly every country in the world. This competitive advantage will allow us to further extend our brands and IP well beyond the screen and even further into experiential offerings.
In every respect, ViacomCBS will be better positioned to serve consumers, partners and shareholders. Looking at our complementary assets and capabilities, I truly believe this is a great fit. I also know we would have never achieved this milestone without the incredible dedication, focus and hard work of the people that drive our organizations forward. Thanks to our employees at CBS and Viacom and the amazing things they do every day, we are stronger now, more resilient and more prepared than ever.
To realize all the opportunities ahead – and overcome the challenges we will no doubt face – we are committed to uniting as one team while continuing to transform and evolve our business for the future. That’s why, in the coming months, you’ll be hearing more about our strategy for long-term growth as a combined company. With the leadership and talent across our teams, I have no doubt we will be able to deliver.
It’s an exciting road in front of us, and I can’t wait to get started.
From Screen:
ViacomCBS is born as merger finally closes
Amid question marks over how it will compete against media giants like Disney, Netflix and AT&T, the ViacomCBS merger finally closed on Wednesday (4) as the companies that Sumner Redstone split apart close to 14 years ago were reunited.
The new entity is valued at approximately $25bn and encompasses cable networks such as Showtime, Nickelodeon and MTV, Paramount Pictures, US broadcast networks CBS and the CW, as well Australia’s Network Ten, the UK’s Channel 5, Argentina’s Telefe, and a joint venture in India with that country’s TV18.
As Screen reported in August, ViacomCBS will house a streaming platform roster that includes CBS All Access, Showtime’s OTT offering, and ad-supported VOD service Pluto TV, which Viacom acquired for $340m earlier this year.
Despite Wall Street caution after shares in CBS and Viacom fell approximately 20% since the merger was announced in August, chair of the combined board Shari Redstone (pictured) remained understandably upbeat, telling reporters on Wednesday the new entity was scalable and would be a content leader. In past year the combined companies reportedly spent $13bn on content.
Bob Bakish is the new entity’s president and CEO, and Joe Ianniello becomes chairman and CEO of CBS.
Official trading of ViacomCBS begins on Thursday.
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From Variety:
CBS and Viacom Complete Merger: ‘It’s Been a Long and Winding Road to Get Here’
CBS Corp. and Viacom are united once again.
The merger of the two halves of the Redstone family media empire into ViacomCBS was completed Wednesday, just four months after the boards of CBS and Viacom reached an agreement on an all stock-swap transaction. The combined company’s shares will begin trading Thursday on the NASDAQ index under the ticker symbols VIACA (for preferred shares largely held by the Redstones) and VIAC (for common shares).
The deal brings Viacom’s Paramount Pictures and cable channels such as MTV, Nickelodeon, Comedy Central and BET together with the CBS broadcast network, Showtime, 28 O&O TV stations, CBS All Access and Simon & Schuster. The combined company, lead by Viacom CEO Bob Bakish, will have annual revenue of about $28 billion.
“I can’t wait to get on with this,” Bakish told Variety on Tuesday. “It’s been a long and winding road to get here. It’s an incredible collection of assets.”
Getting the merger over the finish line is a victory for Shari Redstone, who is the controlling shareholder in CBS and Viacom through her National Amusements Inc. holding company. Redstone has long sought to reunite CBS and Viacom, which were brought together in 2000 by her father, Sumner Redstone. But Sumner Redstone decided to split them up again, as of January 2006, out of frustration with Viacom’s sagging stock price.
Shari Redstone will serve as chairman of ViacomCBS. That’s a capstone on her three-year quest to reshape her family’s media holdings after years of executive rivalries, fiefdoms and executive largess at the companies that are less vulnerable to shareholder pressure on performance because of NAI’s iron grip on about 80% of voting shares in both firms. Indeed, the merger process was able to close quickly because the Securities and Exchange Commission and other federal regulators already considered Viacom and CBS to be under the same roof.
The challenge for Bakish and Redstone this time around is to make ViacomCBS function as an integrated company — something that did not happen during the first merger. The CBS Corp. assets will have a dedicated leader in Joe Ianniello, who shifts from acting CEO to chairman-CEO of CBS, a structure that was mandated by the CBS Corp. board as part of the merger. That has raised questions about whether the companies will remain balkanized.
But the enlarged ViacomCBS will emerge to do battle in a much more treacherous competitive landscape than they faced two decades ago. Even in bolting the companies together, there are questions about whether ViacomCBS is big enough to do battle with the tech giants that are up-ending traditional media and entertainment.
CBS Corp. has also been battered by allegations that its corporate culture allowed harassment and discrimination to persist. The ouster of former CBS chairman-CEO Leslie Moonves in September 2018 amid allegations of past sexual misconduct set the stage for the CBS-Viacom reunion. Shari Redstone has frequently cited the importance of a healthy and vibrant creative culture within CBS and Viacom as one of her top governance priorities.
While the merger is now complete, the new company has work to do yet on Wall Street. CBS and Viacom shares have dropped about 19% and 24%, respectively, since the long-expected deal was confirmed on Aug. 13.
The company has promised to deliver at least $500 million in synergy savings within two years of the closing — a number that suggests that there will be inevitable layoffs as overlapping operations are eliminated. ViacomCBS expects to offer more financial guidance for the company after the release of the enlarged company’s first earnings report in February.
On the day before the deal closed, Bakish was nothing but bullish about the company’s ability to thrive amid the growing global demand for content and the increasing value to be mined from large film and TV libraries, which ViacomCBS has to the tune of 140,000 episodes of TV and more than 3,600 movie titles.
“We have an extraordinary opportunity to create value for a whole range of constituencies,” Bakish said. “We have a tremendous library and ongoing production that we can deliver for our owned platforms and third-party buyers. We are setting up the organization of the company to enable us to leverage every asset we have.”
Bakish also said he sees a silver lining in the stock swoon of the past few months. He has no doubt that the company will be able to execute on its growth strategies quickly enough to quiet the doubters.
“There’s a light at the end of the tunnel,” Bakish said. “The people who got in at this (low share) price are going to be happy campers.”
Here is a timeline of key events for CBS and Viacom over the past 20 years:
1999:
SEPTEMBER: Sumner Redstone’s National Amusements Inc. sets $40 billion deal to acquire CBS and merge it with Viacom
2000:
MAY: Viacom completes CBS acquisition, including the purchase of King World Productions
2005:
JUNE: National Amusements announces plan to split CBS and Viacom into separate companies again
2006:
JANUARY:
** CBS splits from Viacom under the leadership of CEO Leslie Moonves. Tom Freston named CEO of Viacom.
** CBS folds UPN into joint venture with Warner Bros.’ WB Network to create CW Network
SEPTEMBER: Longtime Sumner Redstone attorney Philippe Dauman replaces Freston as CEO of Viacom
2007:
MARCH: Viacom files $1 billion copyright infringement lawsuit against YouTube and Google
2008:
MAY: CBS buys CNET Networks for $1.8 billion
2013:
MARCH: CBS buys 50% of TV Guide Network, co-owned with Lionsgate
2014:
MARCH: Viacom, Google settle lawsuit
JUNE: CBS completes spinoff of its outdoor advertising division, honing its focus on content production and distribution
SEPTEMBER: Viacom buys U.K. broadcaster Channel 5
OCTOBER: CBS launches CBS All Access subscription streaming service
2016:
FEBRUARY: Sumner Redstone resigns as chairman of CBS and Viacom amid shareholder pressure and questions about his mental competency. He is named chairman emeritus of both companies.
MAY:
** Sumner Redstone removes Philippe Dauman and George Abrams as trustees of the trust that will inherit his National Amusements holdings after his death.
** Dauman, Abrams file suit to block the move, accusing Shari Redstone of usurping her aging father’s power
JUNE: National Amusements moves to replace five members of Viacom’s board of directors.
AUGUST: Dauman is forced out at Viacom, five new Viacom board members are elected
SEPTEMBER: CBS nudged to the altar with Viacom by National Amusements
NOVEMBER:
** Shari Redstone says she believes that scale matters in media and says she “wasn’t a great proponent” of the 2006 separation of CBS and Viacom.
** Viacom acquires Argentine broadcaster Telefe for $345 million
DECEMBER:
** National Amusements withdraws its support for CBS-Viacom merger talks.
** Bob Bakish named permanent CEO of Viacom
2017:
MAY: Moonves extends his contract as CBS chairman-CEO through mid-2021
2018:
FEBRUARY: The boards of CBS and Viacom establish special committees to explore a merger
MARCH: CBS completes spinoff of radio division
MAY: CBS board of directors sues National Amusements, Shari Redstone for breach of fiduciary duty
JULY:
** First reports of sexual misconduct allegations against Moonves surface in New Yorker expose
** Viacom acquires AwesomenessTV
SEPTEMBER:
** Moonves is forced out of CBS.
** The CBS board and National Amusements settle their litigation.
** Six new CBS board members are elected.
** CBS chief operating officer Joe Ianniello named acting CEO.
OCTOBER:
** Showtime Networks CEO David Nevins named chief content officer for CBS Corp.
** Showtime’s Christina Spade named chief financial officer of CBS Corp.
2019:
JANUARY: Viacom acquires ad-supported streaming platform Pluto TV for $340 million
MARCH: CBS buys out Lionsgate’s 50% stake in Pop (formerly TV Guide Network)
APRIL: Ianniello’s contract as CBS acting CEO is extended through Dec. 31
AUGUST: CBS and Viacom unveil merger agreement after a weekend of marathon negotiations.
SEPTEMBER: Viacom launches BET Plus streaming service as a joint venture with Tyler Perry
OCTOBER: CBS veteran Jo Ann Ross named chief advertising revenue officer for ViacomCBS. Ray Hopkins named head of U.S. distribution.
NOVEMBER:
** Marc DeBevoise named CEO of CBS Interactive as longtime leader Jim Lanzone steps down.
** ViacomCBS shuffles creative leadership with CBS chief creative officer David Nevins tapped to oversee BET Networks, in addition to his CBS duties. Viacom’s Chris McCarthy adds Comedy Central, Paramount Network and Smithsonian channel to his portfolio.
** Nielsen alum Nancy Phillips named head of human resources for ViacomCBS. Marva Smalls is tapped to serve as global head of inclusion.
DECEMBER: CBS-Viacom merger completed
###
From Deadline:
Viacom, CBS Shares Rise On Their Final Day As Long-Awaited Merger Takes Effect – Update
UPDATED with staff memo. Viacom and CBS shares perked up Wednesday, each rising more than 3% in their final day of trading as separate companies.
The media companies’ all-stock merger took effect after the closing bell. Shares in ViacomCBS will begin trading Thursday morning on the Nasdaq.
CBS stock closed at $40.68 on nearly triple its average trading volume. Viacom finished at $24.22 on six times normal volume.
The reunion of the companies — which operated under the same corporate tent from 2000 to 2006 — finally reached fruition after two previous rounds of formal merger talks collapsed. The merged company, whose market value will be about $25 billion, will be one-tenth of the size of Disney and Comcast, let alone tech giants with trillion-dollar valuations.
Despite that size differential, ViacomCBS chairman Shari Redstone has insisted the company has potent enough assets to make a strong go of it. “We absolutely have enough scale,” she said last month in an appearance at the Paley Center for Media in New York. “People make a mistake and they look at scale as being about market cap. Scale is not about market cap. Scale is about the ability to create the quality and quantity of content that people want to see. … We can compete with the best of them.”
In a press release minting the combination, CEO Bob Bakish called it a “historic moment that brings together two iconic companies.” The deal, he added, “will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally.” Bakish also hailed the deal in a memo to employees (read it below).
Investors don’t seem initially bullish, however, Wednesday’s uptick notwithstanding. Shares in CBS and Viacom have slumped nearly 14% since the merger was first announced in August, eroding billions in value. Rumblings persist that the merger is merely “phase one” of a multi-phase effort to heavy up. In the past, Viacom held discussions with much larger firms like Verizon and Amazon. The marketplace also has smaller potential targets, including Lionsgate (which held unrequited discussions last year with CBS about a deal for Starz).
Strategic questions abound. Collectively, CBS and Viacom capture 22% of all U.S. TV viewing and spend $13 billion on programming across CBS, Showtime, MTV, Nickelodeon and a host of other networks, plus Paramount Pictures. That’s a large beachhead, but the best path to profit from all that content remains less than entirely clear. At the same time new subscription streaming offerings like BET+ have launched and CBS All Access and Showtime have racked up millions of subscribers after four years in the market, Viacom’s Bakish has opted to license out Nickelodeon properties to Netflix and South Park to HBO Max, to cite two recent nine-figure deals.
“Seems like they’ve got to pick a lane,” offers analyst Rich Greenfield of LightShed Partners. “It doesn’t work to have a grab-bag strategy,” one high-level media executive told Deadline. “You only make headway when you focus.”
The leadership team of ViacomCBS has gradually fallen into place in recent months. Bakish, an international operations vet who took the helm of Viacom in late 2015 after its disastrous latter years under former CEO Philippe Dauman, has long had Redstone’s support to continue in the corner office.
Joe Ianiello, acting CEO of CBS, was poised to earn $100 million in severance upon the close of the deal. His 15-month contract to continue running CBS assets through 2021 will entitle him to millions more. At one point seen as a serious candidate for the top job, he has kept a steady hand on the CBS tiller in perhaps the most turbulent time in the company’s 92-year history. Les Moonves, for many years one the most powerful executives in the media business, fell from his perch after accusations of sexual assault and misconduct from more than a dozen women.
Here is the full staff memo from Bakish:
Team,
I’m thrilled to share that our merger is closed, and we are now operating as ViacomCBS.
This is a historic moment for us, and it’s come at exactly the right time in this quickly evolving media landscape. Demand has never been higher for what we do best: create and deliver culture-defining content and experiences.
ViacomCBS brings together powerful consumer brands that have shaped media and entertainment for decades. It reunites America’s most watched network and Hollywood’s longest-running film studio; a suite of leading broadcast and premium pay-TV channels from the U.S. to Australia; a major force in consumer publishing; and one of the most innovative digital and streaming portfolios in the marketplace.
Our shared passion for storytelling is one reason why I believe our companies are a great fit. You see it in our incredible legacy of hit programming, from SpongeBob to 60 Minutes, Star Trek to South Park. We introduced audiences to Bobby Axelrod and Forrest Gump, Lucy Ricardo and Dora the Explorer. We aired the very first Super Bowl and have produced some of the most groundbreaking journalism since the dawn of the broadcast era. And now, we have a rare and exciting opportunity to drive the future of our industry as one of the largest and most influential content creators in the world.
Commercially, we will be the most important partner in the media ecosystem. We’ll deliver the largest share of the U.S. television audience and hold number-one positions in every demographic we serve. Our reach will extend across every platform and every price point – including ad-supported and subscription-based streaming services – making us a cornerstone offering for distributors. The combination of our audience reach with our leadership in advanced advertising and marketing solutions will make us the go-to choice for advertisers and agencies.
In production, we’ll be a global powerhouse, making premium content at scale in every genre through our own award-winning film and television studios. And we now have one of the most valuable libraries of entertainment out there – an extensive collection of iconic franchises with over 140,000 TV episodes and 3,600 film titles.
Beyond these complementary assets, we’ll leverage a massive global operating footprint that connects with more than 4.3 billion subscribers across 45 languages in nearly every country in the world. This competitive advantage will allow us to further extend our brands and IP well beyond the screen and even further into live events, consumer products, recreation and experiences.
In every respect, as ViacomCBS, we’ll be better positioned to serve audiences and our partners. But this is the beginning of our journey – not the destination. To realize all of the opportunities ahead, we need to continue the important work of becoming one company and one team while continuing to position our businesses even more strongly for the future. That’s why, in the coming months, you’ll be hearing more from me and the senior leadership team about our strategy for growth as a combined company.
Very importantly, we will also need to come together around a common mission and set of values that define our culture at ViacomCBS. These efforts, too, are underway, and we’ll be sharing more details with you soon.
Yes, this will all take a lot of hard work – and we’ll need to challenge ourselves to operate more nimbly, creatively and collaboratively – but with the leadership, talent and determination we bring collectively across our teams, I have no doubt we will deliver.
In the meantime, I know you have questions about the future and what’s next. Tomorrow, December 5 – now at 12:00pm ET – we’ll hold our first Bob Live employee townhall. Joining me will be Shari Redstone, Chair of ViacomCBS, for a conversation now moderated by Norah O’Donnell of CBS Evening News. We’ll be speaking about our vision for ViacomCBS, discussing next steps for the integration of our companies and answering any questions you may have. We really hope you’ll join us in person or online.
In the meantime, check out http://www.viacbs.com and follow @ViacomCBS on social platforms to stay updated on all the great work that’s happening across our company.
We’ve taken a big step forward, and it’s all thanks to you. I can’t wait for us to get started, and I look forward to speaking with you tomorrow about our exciting road ahead.
Best,
Bob
###
From Fox Business:
Employees to grill Viacom-CBS execs on merger ‘synergies’ as long-awaited deal closes
Viacom execs to address employees ahead of merger, possible layoffs: Gasparino
When Shari Redstone, Bob Bakish and Joe Ianniello hold their live town hall meeting Thursday afternoon, it will be spun as a festive affair; the three top honchos of the now officially combined Viacom-CBS will tout the benefits of the merger and how the new company will take on the world of broadcasting.
But many of the company’s roughly 27,000 employees are in anything but a festive mood these days. At issue: A promise to Wall Street that the new management will squeeze a whopping $500 million in what has been described as “synergies” out of the merger, which is a Wall Street way of saying layoffs are coming, according to people with direct knowledge of the company’s plans.
How many people will get the ax is anyone’s guess at least for the near term, but layoffs are most definitely in the future for the newly merged company if management is to meet the lofty cost-cutting expectations it has set for itself and start boosting the new company’s share price, these people add.
Company spokesmen declined to comment for this story.
Several things about the new company have been well telegraphed. When the merger becomes official after the markets close on Wednesday, the new company will be known as ViacomCBS Inc., trading under the stock symbol VIAC. Redstone, the head of the controlling shareholder National Amusements Inc., has long fought for the combination the two outfits that were purchased, then separated in 2006 into separately traded entities by her father, the ailing media mogul Sumner Redstone.
Shari Redstone will retain the title of chairwoman, a clear indication of who is ultimately in charge of the $25 billion media empire that boasts some of the most popular news, major sports and entertainment programming in America. Viacom controls broadcast staples such as MTV, Comedy Central, Nickelodeon and movie studio Paramount Pictures.
Her longtime associate, Viacom chief Bakish, will oversee the day-to-day operations as chief executive officer and hold a seat on the new company’s board of directors. Bakish will lead the town hall at Viacom’s midtown Manhattan headquarters, and make a presentation described as a celebration of the deal’s merits before an unscripted question-and-answer session, FOX Business has learned. Bakish’s appointment as CEO was clearly a nod to his support for Redstone’s vision of merging the two outfits even amid stiff opposition from CBS’ former CEO Les Moonves and his management team that mounted a court battle to prevent the move.
Moonves, of course, was ousted from the network amid sexual misconduct allegations in September 2018. Moonves’ longtime associate Ianniello headed CBS after the departure and will remain as chairman and CEO of CBS in order to facilitate the merger.
Unlike Bakish, Ianniello will have no board seat and will report to Bakish in the company’s new management structure. But he might have something better than management control in the form of money, and lots of it. In exchange for staying with the company for management continuity, Ianniello will receive a $100 million mostly cash severance that will be paid upon the deal’s close, and then tens of millions of dollars more over the next 15 months.
After the deal was announced in August, management also provided some broad strokes about how it plans to compete in the increasingly difficult and fragmented media business. It has vowed to find ways to monetize its varied programming by transforming the company into a content producer that both sells to and competes with other big players such as Disney and Netflix.
Bakish is also telling analysts that he will develop a more comprehensive streaming strategy to deliver programming through so-called over-the-top vehicles that circumvent traditional cable-distribution packages as consumers increasingly “cut-the-cord” and ditch their cable subscriptions.
What is less known is exactly how management is expected to achieve all these goals, particularly on the cost-savings side. Management has been mum about the exact size of the potential layoffs, other than to confirm they are likely to begin sometime after the deal closes. The information vacuum has put many employees on edge, particularly as management is tasked with squeezing costs out of every department of the company in the coming year, according to people with direct knowledge of the matter.
The CBS side of the company could be in for the most turmoil since under Moonves it was largely shielded from major cost-cutting efforts, a person close to the new company tells FOX Business. Though Bakish will be the executive leading the town hall, all executives may answer questions from employees, and they are aware that they might be queried about the pending job cuts, these people add.
Another question that might come up is the future of the new company. Specifically, can a $25 billion broadcasting content company survive when the media landscape is being dominated by massive conglomerates? By comparison, AT&T with its WarnerMedia subsidiary has a market value of $279 billion while Amazon, the online retailer that’s expanding into broadcast content has a market capitalization approaching $1 trillion.
Senior executives inside ViacomCBS have made no secret that they would like to expand the company sometime after the merger by making smaller, strategic acquisitions such as the content library of the old Miramax film studio. But they also concede that after squeezing out cost savings and improving share price; both companies’ stocks have floundered post-merger announcement despite rising Wednesday as the deal neared its closing date.
They also concede the next step for Redstone and Bakish may be to sell ViacomCBS to one of those bigger players.
In terms of a sale, “nothing is happening at least for a while,” said another person close to management at the new company.
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From TheWrap:
CBS and Viacom Close Their Merger
Two companies back under one roof for the first time since 2006
CBS and Viacom are finally, really, back to together. Less than four months after announcing their intentions to rejoin as one company, the companies closed their merger on Wednesday, beginning the new ViacomCBS era.
The merger took effect following the closing bell on Wednesday. ViacomCBS Inc. will begin trading on the Nasdaq on Thursday under ticker symbols VIACA and VIAC. The move puts the CBS broadcast network, Viacom’s stable of cable channels like MTV and Nickelodeon, and the Paramount film and TV studio under one roof.
The two companies agreed in August to an all-stock deal that valued Viacom at roughly $12 billion. CBS shareholders will own approximately 61% and Viacom shareholders will own approximately 39% of the new company. In making the announcement, ViacomCBS touted an annual revenue of $28 billion.
Bob Bakish will be president and chief executive officer of the combined company, which has been moving executives in, out and around in preparation for the recombination. Joe Ianniello, who had been serving as acting president and CEO since late 2018, will be chairman and CEO of CBS, putting him in charge of all CBS-branded assets.
“This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers,” said Bakish. “Through the combination of CBS’s and Viacom’s complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally. I am excited about the opportunity we have to serve our audiences, creative and commercial partners, and employees, while generating significant long-term value for our shareholders.”
Shari Redstone, president of National Amusements Inc., which is the controlling stakeholder for both companies, will serve as chairman of the board of ViacomCBS. The 13-person board will consist of six members from CBS board, four from Viacom and two from National Amusements. Bakish, as CEO of ViacomCBS, will be on the board as well.
Kent Alterman, longtime head of Comedy Central, will be exiting as part of recent leadership changes. His network will be overseen by Chris McCarthy, who will become president of entertainment and youth brands, adding TV Land, Paramount Network and Smithsonian Channel to his portfolio. McCarthy already oversees MTV, VH1, CMT and Logo and will report to Bakish.
Viacom Media Networks COO Sarah Levy is also leaving.
CBS chief creative officer David Nevins will oversee Viacom’s BET Networks in addition to CBS and Showtime, Viacom and CBS said on Monday. Marc DeBevoise, CEO of CBS Interactive, will oversee digital operations for both CBS and Viacom. CBS Television Studios and Paramount Television will continue to operate independently after the merger closes in early December.
Additionally, Nickelodeon President Brian Robbins will add Awesomeness to his oversight. Robbins cofounded the multi-platform media company back in 2012.
Jo Ann Ross will oversee ad sales at ViacomCBS.
The combined entity is projecting $500 million in synergy savings within two years through the elimination of overlapping corporate operations and other savings.
The media industry is in a far different place since the last time CBS and Viacom were corporate siblings 13 years ago.
The industry has become all about scale. Disney finished off its $71.3 billion acquisition of Fox’s TV and film assets in March, and last year AT&T acquired Time Warner, and turned into WarnerMedia, aligning its entertainment assets — HBO, Turner, Warner Bros. — closer together. Earlier this year Viacom bought the ad-supported free streaming service Pluto TV, which has shown early success with monthly active users increasing 50% since December and reaching 18 million users in August.
Tech giants like Netflix and, to a lesser extent, Amazon, have upended the entertainment industry, luring in high priced talent and taking advantage of shifting consumer behavior that has moved away from live television. Last month, both Apple and Disney launched their own direct-to-consumer offerings, with WarnerMedia and Comcast coming next spring. But ViacomCBS is taking a different route, believing it can be both a buyer and a seller.
The two companies split from each other in 2006. CBS and Viacom walked away from a merger last year amid a legal tug of war between former CEO Leslie Moonves and Redstone, who has long had her eye on reuniting the two companies but had received pushback over Viacom’s poor performance.
It’s been a long time coming for the two former-sister companies to get back together.
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From TheWrap:
Bob Bakish Gives First Hints of How Viacom and CBS Will Work Together
CBS’ longtime Black Rock headquarters to be sold
Newly-minted ViacomCBS CEO Bob Bakish spent much of his time Monday during the UBS Global TMT Summit in New York discussing how the two formerly-separate companies will work together.
For starters, James Corden’s “Late Late Show” on CBS will get next-day replays on Comedy Central and Viacom networks like MTV will air ancillary programming during the Grammys, which annually air on CBS.
CBS All Access is getting an infusion of programming from Viacom networks, with Bakish specifically citing Nickelodeon, while Paramount films will air on Showtime. CBS also launched three new branded channels on Pluto TV, the free, ad-supporting streaming service Viacom acquired earlier this year.
First announced in August, the merger between Viacom and CBS took effect after the closing bell on Dec. 4, with ViacomCBS Inc. will beginning trading on the Nasdaq the next morning under ticker symbols VIACA and VIAC. The move puts the CBS broadcast network, Viacom’s stable of cable channels like MTV and Nickelodeon, and the Paramount film and TV studio all under one roof.
But with ViacomCBS far smaller than its bulked-up competitors like WarnerMedia and Disney, many industry analysts have wondered whether or not ViacomCBS is in the process of acquiring assets. “We don’t see any asset on the market or coming to the market in the near term that we have to own,” Bakish said, before hedging a bit: “That being said, will we look? Of course, we will look.”
In the near term, ViacomCBS will look to unload some of its more ancillary assets, namely CBS Corp.’s longtime New York City headquarters, known as “Black Rock.”
On the advertising side, CBS announced Monday morning it has joined OpenAP, an advanced advertising coalition that aims to sell ads using non-Nielsen metrics. It was founded in 2017, with Viacom as a founding member. When it comes to next spring’s upfront marketplace, Bakish said a combined ViacomCBS will go to the upfronts combining linear reach with its advance marketing solutions and will announce special advertising packages soon.
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From Variety:
ViacomCBS Will Explore Sale of Black Rock CBS Headquarters
ViacomCBS will explore the sale of the famous Black Rock building, which has served as the headquarters of CBS since the mid 1960s.
Bob Bakish, CEO of the company, which was created last week from the merger of CBS Corp. and Viacom Inc., said the newly combined entertainment conglomerate would explore the sale of sundry real-estate holdings and potentially use those proceeds to buy back company stock. As part of that effort, Bakish said, ViacomCBS would look to sell the Black Rock building, perched on Avenue of the Americas and West 52nd Street in New York.
Bakish, speaking to investors at a conference held by UBS, said the new company viewed some of its real-estate holdings as “non-core.”
The building, designed by Eero Saarien, an architect known for his futuristic style, opened in 1965, and Frank Stanton, the legendary CBS president, was intimately involved in its plans.
Bakish unveiled the plans as Wall Street has proven resistant to shares in the new company, seeking new signs of growth from a concern that includes CBS, Showtime, the Paramount movie studio and the Nickelodeon kids-cable empire. During his remarks, Bakish also articulated plans to boost ViacomCBS’ entry into the industry’s so-called “streaming wars,” by making content from the company’s cable networks available to the subscription-based “CBS All Access” and CBS broadcast assets available via the free streaming-video outlet Pluto. And he said the company would start to present new kinds of advertising packages to Madison Avenue.
Real estate has served some media companies well in recent times. Fox Corporation has sought to leverage its ownership of its 1.8 million square feet of building space that housed the fabled 20th Century Fox film studio. And CBS Corp. last year sold its venerable Television City production facility in a bid to raise funds it could subsequently invest in making more content for streaming-video audiences.
At the same time, real estate is often seen as something to leverage when other sources of income are not as stable. Newspaper companies, which have been under stress as advertisers move money from print advertising to digital promotion, have often found themselves consolidating or selling real-estate holdings as a means of generating cash for business operations.
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From New York Post:
ViacomCBS to sell legendary ‘Black Rock’ headquarters
Five days after the merger of CBS and Viacom closed, the combined ViacomCBS has decided to sell CBS’ famed New York headquarters known as “Black Rock.”
The black granite skyscraper, located at 51 West 52nd St. just steps from New York’s Museum of Modern Art, has served as CBS’ headquarters since it was completed in 1964.
The sale comes as the newly combined company, which owns Showtime, Nickelodeon, MTV and Paramount Studios, seeks to reduce fat in an effort to help it compete in the age of Netflix.
“Black Rock is not an asset we need to own and we believe that money would be put to better use elsewhere,” said ViacomCBS Chief Executive Officer Bob Bakish at the UBS Global TMT Summit in New York Monday.
ViacomCBS has hired the real estate investment firm CBRE Group to evaluate its entire roster of real estate holdings, including studios and the 36-story Black Rock building, Bakish said.
Aside from CBS, the Eero Saarinen building is home to brokerage firm Charles Schwab and the Nusr-Et Steakhouse, run by the flamboyant Turkish chef known as Salt Bae.
The only CBS employees at Black Rock work in its corporate and administrative divisions, as staffers for its news and sports units occupy studio space and offices on West 57th Street, blocks from the Hudson River. The digital business, CBS Interactive, is based in a mid-rise building on 28th Street near Madison Square Park.
Viacom’s corporate headquarters is just a few blocks away from CBS’ headquarters, at 44th Street and Broadway in the heart of Times Square.
In the coming months, top brass at both companies are expected to start reducing overlap in administrative and back-office positions to make good on promises leading up to the ViacomCBS merger that a marriage would lead to $500 million in cost savings.
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From Media Play News:
ViacomCBS Dealing with OTT Video Largesse
Until this year, Viacom had scant over-the-top video product — Noggin, a $7.99 monthly service targeting young children with Nickelodeon-type fare.
Viacom in March acquired ad-supported VOD service Pluto TV for $340 million. This summer the media giant launched BET Plus — a $9.99 service targeting African-American streamers.
Following the re-merger with CBS Corp., Viacom inherited CBS All Access ($5.99), Showtime OTT ($10.99) and Smithsonian Channel Plus ($4.99) SVOD. In the process, Viacom has myriad OTT distribution while at the same time giving mixed signals about a unified ViacomCBS vision digital leadership going forward.
Speaking Dec. 9 with CNBC’s David Farber, Bob Bakish, CEO of ViacomCBS, was asked about the fact that Marc DeBevoise, CEO of CBS Interactive, reports to him for the all digital assets. And to Joe Ianniello, CEO of CBS, for CBS Interactive.
“That doesn’t sound like an efficient way to go about trying to extract synergies and the growth,” Faber asked Bakish.
The CEO claimed Viacom’s digital properties operated successfully under separate silos before the merger. A reality the merged companies could rejigger going forward.
Bakish agreed that working together on paper is different than in practice. He alluded to Viacom International originally operating independently and now as a multinational unit. Bakish added that when he became CEO in 2016 (replacing Philippe Dauman), Paramount Pictures operated independently, as did the company’s media networks.
“We took the last three years and really aligned that,” Bakish said.
He said ViacomCBS is putting forward an integrated company with one strategy. He said the revised blueprint would include paid and ad-supported content — with the widest access based on paid content.
“Today, in pay, [we’ve] got 10 million subs in SVOD in the U.S.,” Bakish said. “In free, [we’ve] got 20 million [monthly average users] at Pluto. We’ve got almost 200 million digital users. And we reached well over a billion through our broader business.”
He disagreed with the assertion that a high percentage of Viacom’s digital subs are promotional, rather than paying.
“That’s flat out wrong,” said the CEO, while declining to disclose actual digital revenue. Backish said the data would be revealed in 2020.
“You should expect some additional transparency in the streaming space,” he said. Viacom has heretofore just released Pluto viewership.
“You should expect that to broaden,” Bakish said. “We absolutely are going to operate as one ViacomCBS.”
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From WrapPRO:
Why ViacomCBS Is Not Diving Headfirst Into the Streaming Era
Soon-to-be-merged company sees itself as both a buyer and a seller
Like all media companies, ViacomCBS wants to take advantage of the new streaming era. But while Disney and WarnerMedia are pooling all their assets into one, big-top streaming service, ViacomCBS wants to be both a buyer and a seller.
Viacom has shown in the last few months a willingness to make revenue-generating deals on its library of content rather than hoard those rights for its own internal streaming services. “I think it is a smart strategy, as there is growing demand for premium content and ViacomCBS has the ability to sell shows with high awareness into the market, especially as others self-license their content,” MoffetNathanson analyst Michael Nathanson, told TheWrap.
Just this week, Viacom’s Nickelodeon announced a multiyear output deal for films and TV series with Netflix. Thursday morning, Viacom announced that Netflix bought the rights from Paramount to develop a fourth “Beverly Hills Cop” film, with Eddie Murphy attached. And last month, the company sold the exclusive streaming rights to Comedy Central’s “South Park” to HBO Max in a deal worth at least $500 million.
“Demand for content from third parties is incredible. And the combination of our assets and capabilities – with the fact that some of our competitors are pulling back – makes this sector an enormous opportunity,” Bob Bakish said during the company’s earnings call Thursday morning. He noted that between Viacom and CBS, they have 750 series that are either ordered or in production, on top of a library that includes 140,000 episodes and 3,600 films. “I strongly believe this level of volume is sufficient to supply our needs and third parties, so why not access the revenue, income and cash flow in deals.”
Bakish believes their level of production and development volume can feed both their needs and those of third parties. They also have or will have the “financial resources” to support it — esp. after the merger
While Disney+ got off to a strong start by getting more than 10 million sign-ups on Day 1, Disney is forgoing $150 million in licensing revenue next year, and doesn’t expect to turn a profit until 2024. Not only that, but Disney is sinking $1 billion into Disney+ on content alone next year, and will double that by 2024. WarnerMedia will be spending about $4 billion on HBO Max content by 2025.
It’s a similar gamble that WarnerMedia, with HBO Max, and NBCUniversal, with Peacock are taking: Each of them is hoarding their own content for themselves. Bakish believes that ViacomCBS is primed to take advantage of that.
When Viacom and CBS complete their merger early next month, the company will have some five different, although smaller, streaming services. Those will be led by CBS All Access and Showtime OTT, which have about 8 million subscribers (projected to be 25 million by 2022) between the two of them — while they don’t break those numbers out individually, executives have said it’s close to an even split between the two of them. There is also the free, ad-supported PlutoTV and smaller services like kids-focused Noggin and BET+, which launched in October.
CBS has propped up All Access with a massive catalog of TV shows including “I Love Lucy” and “Fraser,” along with original programming like “Star Trek: Discovery” and Jordan Peele’s “Twilight Zone” reboot. Viacom features a stable of cable networks like MTV and Nickelodeon, along with the Paramount film and TV library. Rolling all of that, including Showtime, into one big streaming offering has the ability to transform All Access into a potential streaming powerhouse.
But Bakish believes that would be leaving money on the table. The next few years will a massive sea-change in the industry and, if nothing else, ViacomCBS offers a new wrinkle for the streaming era.
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From The Bookseller:
Reidy looks to 'exciting' 2020 following CBS merger
Simon & Schuster president and c.e.o. Carolyn Reidy has hailed the publisher's "expanded opportunities" following the recent CBS Viacom merger.
In her end-of-year letter to staff, Reidy described how the merger of S&S' parent company, CBS, with US mass-media conglomerate Viacom earlier this month, led to expanded opportunities for the publisher.
"It gives me great pleasure to note that as we close out another successful year at Simon & Schuster, we are also marking an exciting beginning in which we have been reunited with world-class brands and content from such stellar media properties as MTV, Nickelodeon, BET, Comedy Central and Paramount Pictures as part of the new, larger and more powerful global media company, ViacomCBS," she said.
Reidy also reaffirmed the publisher’s "focus on publishing books for diverse audiences" and revealed continued audio growth.
In a nod to the importance of diversity and inclusion, she said: “At a Town Hall meeting in September I mentioned our focus on publishing books for diverse audiences, and I couldn’t be prouder of the work being done by all of our publishers to assure that we are serving a readership that reflects the diversity of our world.”
Publication highlights across non-fiction included “the magnificent relaunch of The Joy of Cooking, the "relaunch" as an author of Howard Stern with Howard Stern Comes Again, David McCullough’s The Pioneers and Mark Levin’s Unfreedom of the Press. In fiction, Reidy picked out Stephen King’s The Institute as “his best performing title of recent years” with Jennifer Weiner’s Mrs Everything; and Vince Flynn and Kyle Mills’ Lethal Agent, English author Ruth Ware’s The Turn of the Key and Nelson DeMille and Alex DeMille’s The Deserter “delivered the thrills that their readers have come to expect”.
She also discussed the continued boom in audiobooks. “It was another year of substantial growth in our audio division, which continued its exceptional work creating world-class productions, made all the more impressive this year as we were operating without the benefit of our in-house studio.”
In regards to new ventures, she described how 2019 "was also a year in which many of the projects and initiatives previously undertaken came to fruition, with an especial tip of the hat to home-grown publishing imprints". She said: "New imprint Avid Reader Press launched in July with the much-buzzed-about publication of Three Women by Lisa Taddeo, an immediate number one bestseller [and also a bestseller in the UK where it was published by Bloomsbury]. Tiller Press also published its first books in July, bringing its data-driven methodology to an eclectic list of timely titles, and will expand its title count dramatically in 2020. One Signal Publishers, in our Atria Publishing Group, released its first group of socially important, topical works, and in children’s the acclaimed author and publisher Denene Millner is bringing her eponymous imprint to Simon & Schuster, with the first titles to be published in spring 2020."
The c.e.o. picked out some of the bestsellers across S&S’ publishing across the globe, citing Chris Carter’s thriller Hunting Evil as a hit, alongside historical novelist Philippa Gregory’s Tidelands, "a new series and also a top bestseller, proved once again that she is a master of historical fiction". Reidy also revealed that other bestsellers included S&S UK’s first publication with Nicci French as well as Jonathan Van Ness’ Over the Top.
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From Bloomberg Big Law Business:
New Legal Group Begins to Take Shape at ViacomCBS
Christa D’Alimonte, Viacom’s former general counsel, heads the combined company’s law department
Henry Moniz is compliance chief at ViacomCBS, which has named a half-dozen lawyers for new roles
ViacomCBS Inc. has tapped Henry Moniz as compliance chief, the latest in a series of top legal appointments by the newly-minted media giant, according to an internal memo viewed by Bloomberg Law.
The appointment follows the closure earlier this month of a mega-merger between Viacom Inc. and CBS Corp. The deal, which yielded advisory roles for at least a half-dozen law firms, reunited CBS and Viacom under the Redstone family’s ownership after 13 years apart. The transaction also created the need for new reporting lines and titles in the combined company’s legal and compliance departments.
Two sources familiar with the inner workings at ViacomCBS said that the first round of in-house appointments came within the past week and that more will be announced early next year.
Moniz, the new executive vice president and chief compliance officer at ViacomCBS, is a former Bingham McCutchen partner who joined Viacom in 2004 and most recently led its compliance function. Moniz will report as compliance chief to ViacomCBS president and CEO Robert Bakish, and as chief audit executive to Barbara Byrne, chair of the audit committee for the combined company’s board of directors.
Former Shearman & Sterling partner Christa D’Alimonte, who replaced Michael Fricklas as Viacom’s general counsel in 2017, is now executive vice president, general counsel, and corporate secretary for the combined company, a leadership section on ViacomCBS’ new website shows. D’Alimonte, a former deputy leader of the M&A practice at Shearman, which advised Viacom on its recent reunion with CBS, first served as a deputy general counsel at Viacom after joining the company in 2012.
New Lawyer Lineup
ViacomCBS disclosed in a securities filing last week that Jonathan Anschell, an executive vice president, deputy general counsel, and corporate secretary at CBS since early 2016, has the new role of executive vice president and general counsel of ViacomCBS Media Networks. A source briefed on the promotion said Anschell’s position will see him oversee legal matters for all of ViacomCBS’ cable networks, which include BET, Comedy Central, MTV, Nickelodeon, Showtime, TV Land, and VH1.
Laura Franco, a veteran CBS in-house lawyer who took over as general counsel following the March 1 departure of predecessor Lawrence Tu, will remain an executive vice president and general counsel for CBS-branded businesses, three sources familiar with the in-house changes at ViacomCBS said. Franco and Anschell, as divisional law department leaders, don’t appear on ViacomCBS’ top leadership page.
Other recent appointments include Michelena Hallie, who has spent more than 25 years at Viacom in New York, becoming a senior vice president and deputy general counsel for privacy and risk management at ViacomCBS. Naomi Waltman, who also spent more than two decades in a variety of in-house legal roles at both Viacom and CBS, is now an executive vice president and associate general counsel for litigation at ViacomCBS in New York.
Veronica Jordan will also continue to serve as general counsel for Simon & Schuster Inc. Jordan, who initially joined the New York-based book publisher owned by CBS in 1995, was promoted to Simon & Schuster’s general counsel role in March to succeed Hazel-Ann Mayers when the latter returned to CBS to serve as an executive vice president and chief business ethics and compliance officer.
Amy Dow, who joined Viacom’s MTV unit in 2008, is now a Los Angeles-based senior vice president and associate general counsel for labor and employment law at ViacomCBS. Rebecca Prentice will also continue to serve as executive vice president and general counsel for Paramount Pictures Corp., the film studio in Hollywood, Calif., which had been owned by Viacom.
Other C-Suite Moves
More lawyers have also recently joined ViacomCBS in positions outside of its legal and compliance departments. The company announced in November its hire of executive vice president and chief people officer Nancy Phillips, who began her career as an attorney.
Phillips, most recently chief human resources officer at Nielsen Holdings plc, appears on ViacomCBS’ senior leadership page along with Marva Smalls, the company’s new global head of inclusion and executive vice president of public affairs for its Nickelodeon kids brand. Smalls, who isn’t a lawyer but headed diversity efforts at Viacom, will reportedly replace the retiring Josie Thomas, a New York lawyer who spent 30 years at CBS in a variety of roles, most recently as chief diversity and inclusion officer.
Another lawyer listed as part of the new C-suite at ViacomCBS is Doretha “DeDe” Lea, a former global government affairs chief at Viacom now serving as an executive vice president for global public policy and government relations at the combined company. Lea will also report to Bakish and take over a role once held by veteran CBS lobbying John Orlando, who will leave the combined company, according to an October report by trade publication Broadcasting & Cable.
The new board of directors at ViacomCBS includes several lawyers, among them nonexecutive chairman Shari Redstone, the daughter of billionaire Harvard Law School graduate Sumner Redstone.
Other attorneys on the ViacomCBS board include Hughes Hubbard & Reed senior partner Candace Beinecke, Hueston Hennigan partner Robert Klieger, former Sony Corp. general counsel Nicole Seligman, as well as New York Law School graduate and Infor Inc. CEO Charles Phillips Jr. Hughes Hubbard advised CBS on its $11.7 billion merger with Viacom, while Klieger took over Sumner Redstone’s former board seat at CBS two years ago after representing the Redstones in their bid to oust former Viacom CEO Philippe Dauman.
Klieger’s board role will see him represent the interests of the Redstone family and National Amusements Inc., a Norwood, Mass.-based movie theater chain that owns a controlling 79 percent stake in ViacomCBS, according to Bloomberg data.
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From AdAge:
COST OF NFL IN-GAME ADS JUMPS 15 PERCENT AS RATINGS HIT A THREE-YEAR HIGH: SPORTS MEDIA BRIEF
It's the NFL's world—the rest of us just live in it
You get what you pay for
Two years ago at about this time, a host of self-proclaimed experts (and a whole lot of people who probably should have known better) were falling all over themselves in their haste to toss a spadeful of dirt onto the lid of the NFL’s casket. TV ratings were plummeting, the president was racking up cheap style points from his base with his anti-NFL tweets and blowhards of all stripes stormed the Nielsen burial plot with shovels aloft.
If the events of the 2018 season snatched the spades from the mitts of more than a few uninformed ghouls, this year’s campaign effectively sent them howling from the boneyard. With two weeks to go before the playoffs begin, the NFL’s national and regional TV windows are averaging 16.7 million viewers and a 9.6 household rating, up 6 percent versus the analogous period a year ago and a lift of 11 percent compared to the same span in 2017.
The swing of the pendulum coincides with an ongoing collapse in primetime entertainment deliveries that has left the networks knee-deep in make-good obligations. Through the first 12 weeks of the 2019-20 broadcast season, only 11 scripted series are averaging a 1.0 or better in the adults 18-49 demo; a year ago at this time there were 31. The fall’s top-rated newcomer is currently eking out a 0.8 in the dollar demo, which adds up to a whole lot of nothing when compared to the 6.1 rating served up by “Sunday Night Football.” (In other words, the biggest freshman series is attracting a little north of 1 million adults 18-49 per episode, whereas NBC’s NFL showcase is averaging 7.9 million advertiser-coveted viewers.)
If the networks aren’t getting much help from their general-entertainment lineups, the NFL’s return to glory has taken some of the sting out of the fall ADU cycle. In what amounts to an all-or-nothing marketplace, NFL rights holders can name their own price. Unburdened by make-goods, NBC, CBS and Fox are nicely positioned to make the most of the current boom, as is evident in the significant pricing increases they’ve negotiated for inventory in their respective NFL broadcast packages.
According to Standard Media Index data, in-game unit costs in October NFL broadcasts jumped 15 percent compared to the year-ago period, with advertisers forking over an average rate of $419,045 for 30 seconds of airtime. That’s up from $363,016 in October 2018. Fox has wrangled the highest rate increases, upping the cost of a half-minute spot in its Sunday afternoon NFL broadcasts 20 percent to $462,213 a pop. SMI’s Fox estimates blend the network’s regional coverage and its national showcase, which kicks off at 4:20 p.m. ET.
Fox aired two “America’s Game of the Week” broadcasts in October, and while SMI does not break out the pricing for the national windows, media buyers estimated that the typical 30-second spot in the Oct. 6 Packers-Cowboys game fetched north of $650,000. One late scatter buy made just a few days before the kickoff is said to have cost nearly $875,000.
Fox’s rate hike is predictable enough, given how it’s been faring since the NFL’s 100th season began back in September. Per Nielsen live-plus-same-day data, the network’s Sunday broadcasts collectively are averaging 19.3 million viewers, up 7 percent versus the year-ago period, while the national window is up 11 percent to 24.6 million. This marks Fox’s best NFL showing since 2016.
But Fox isn’t the only NFL media partner that’s been making a killing on Sundays. NBC’s average unit cost for its in-game “Sunday Night Football” inventory is up 12 percent to $566,469, while CBS’s NFL rates have jumped 11 percent to $368,896. As is the case with Fox, SMI does not carve out the pricing for CBS’s own national TV window, but buyers confirmed that the network’s 4:20 p.m. rates climbed steadily throughout the season.
A scatter unit in CBS’s Dec. 8 Chiefs-Patriots broadcast is said to have commanded nearly $900,000, and despite the nosebleed rate, the client spent wisely. The rematch of the AFC Championship Game scared up 28.1 million viewers and a 16.1 HH rating, making it CBS’s highest-rated regular-season broadcast since 2015.
While its cable-distribution scheme doesn’t allow it the reach of the broadcast networks, ESPN in October also boosted its NFL rates. Per SMI, the cost of a 30-second in-game unit in “Monday Night Football” worked out to $261,926 a pop, up 4 percent compared to the analogous period in 2018.
The only NFL partner to endure a decrease in its in-game ad rates was NFL Network. In October, the in-house cable outlet aired a lone Sunday-morning London skirmish—the Panthers-Bucs game averaged just 3.1 million viewers and a 1.9 rating—which saw its average unit cost slide 10 percent to $95,857 per :30. By comparison, NFL Net a year ago put together a far more intriguing U.K. matchup with its Eagles-Jags pairing, a meeting between the defending Super Bowl champs and a Jacksonville team that had missed out on a trip to the Big Game by a margin of four measly points.
SMI aggregates its data directly from the billing systems of a group of media agencies that accounts for as much as 95 percent of all U.S. ad spending.
Bob’s your uncle
That the NFL’s ratings are soaring just as the league is beginning to lay the groundwork for its next round of media rights contracts is lost on absolutely no one in the TV business. Even if a Google or Amazon should drive a couple of overstuffed Brinks trucks to the league’s Park Ave. headquarters, the reach of traditional TV should help the legacy broadcasters hold their ground against any incursion from one or more of the deep-pocketed digital upstarts.
Speaking last week at the UBS Technology, Media and Telecom Conference, ViacomCBS CEO Bob Bakish told investors that he was encouraged by his recent meetings with NFL personnel and franchise owners. “CBS has a long-standing, highly productive partnership with the NFL,” Bakish said, adding that the network’s production expertise should give it a leg up over the untutored FAANG set. “[The NFL] has a great deal of faith in CBS in terms of its ability to deliver a super-high-quality product. … This is a complicated production—you know, live sports, multiple cameras, all that—and CBS is the best in the business. And [that’s] not easy to replicate.”
Bakish said that he believes the merger of the cable and broadcast units will only improve CBS’s chances at re-upping with the NFL before the current contract expires at the end of the 2022 season. Without going into details about how synergies between the Viacom nets and CBS might play out—as Janet Jackson can attest, some cross-cultural corporate mashups aren’t all they’re cracked up to be—Bakish suggested that MTV, Nickelodeon and the like could help bring younger viewers into the fold.
According to Nielsen estimates, adults 18-34 currently make up 16 percent of the primetime NFL audience, while viewers from 2 to 17 years of age account for 7 percent of the TV turnout.
Bakish concluded his NFL spiel by saying that CBS is bullish about how it will fare in what promises to be a highly competitive auction. “I feel very good about our position, if you will, going into it,” he said, before predicting that a deal “probably gets done way sooner than 2023.” Well, yes. Once the NFL has hashed out a new collective-bargaining agreement with the players’ union, a development that is expected to happen shortly after the confetti snow angels are swept up following Super Bowl LIV, there’s little reason to suspect that the rights negotiations won’t follow suit.
That said, Bakish’s summation of Where Things Stand was marred by a rather glaring oversight, as the ViacomCBS boss failed to vocalize the four syllables that serve as the best argument for a CBS renewal: 1) Sean. 2) Mc. 3) Man. 4) Us.
“So I got that going for me, which is nice”
Speaking of sports media rights, there’s big doings on the duffer front. According to Sports Business Journal’s John Ourand, CBS and NBC have “agreed on the broad terms of new deals that will see the PGA Tour reap a sizable rights fee increase of around 60 percent,” which would boost the tour’s TV haul from around $400 million per year to some $700 million. The Tour also has agreed to terms with the NBCUniversal-owned Golf Channel, which means that WarnerMedia won’t be rebranding truTV a 24-hour golf outlet.
From Russia with Dope
When they’re not trying to subvert our democracy or hacking the servers at NATO-member embassies, the Russians like drinking debilitating volumes of vodka, banging on about Pushkin and cheating. Given the россияне propensity for bending the rules, it came as little surprise last week when the World Anti-Doping Agency announced it had issued a comprehensive ban that will prevent Russia from participating in any global sporting events for the next four years. In the near term, the WADA ruling will push Russian athletes out of the 2020 Summer Olympics in Tokyo, the 2022 Winter Olympics in Beijing and the 2022 FIFA World Cup Finals in Qatar.
Upon hearing the news, Horizon Media decided to try and draw a bead on how stateside sports fans viewed the ban and if the absence of Russian athletes would in any way impact their Olympics consumption. According to Horizon’s latest “Finger on the Pulse” poll, Ivan’s ouster is unlikely to materially affect NBC’s ratings, as 86 percent of respondents said “their viewership would stay the same for the 2020 Olympics.” (Russia’s absence from the next men’s World Cup elicited a similarly-pitched shrug, with 87 percent of people surveyed saying that it wouldn’t impact their viewing.)
As the Horizon research team concluded, “advertisers associated with these events need not worry that fewer eyeballs will be on them.” Given that the Olympic rivalry between the U.S. and C.C.C.P. ended in 1991 when something Glasnost something Gorby, it’s not surprising that Russia’s disappearing act isn’t putting a whole bunch of sports nuts into sleep debt. In terms of medal count, Great Britain—or whatever we’ll be calling it now that the barbarians have won the day—and China are the Americans’ toughest adversaries, and even in those cases, it’s unlikely that any sort of perceived antagonism is a primary driver of Olympics ratings.
Worth noting: Horizon researchers did not reach out to Herschel Shmoikel Pinchas Yerucham Krustofsky, a.k.a Krusty the Clown, an entertainer and entrepreneur who very likely has some strong opinions about Russia-free Olympics.
Like drawing a handlebar mustache on the Mona Lisa
Yankees fans are hopping mad about Major League Baseball’s new sponsorship deal with Nike, as pinstripe loyalists charge that the addition of the Swoosh to the front of the canonical jerseys is an affront to God and Lou Gehrig and our fiery drunken king, Billy Martin. Leave such shameless bill-boarding to the likes of the tawdry D’backs and Rays, is the thinking, a sentiment fortified by the fact that the Bronx Bombers have long been able to fight off the encroachment of dopey uni overhauls and the sort of rude third-party branding that have left less-storied teams playing their games at the Pants.org Pavilion or Mrs. Butterworth’s Field or wherever in front of an audience of 400 sleepy drifters.
But for a few minor style tweaks, the Yankees unis have gone unchanged since Babe Ruth came over from the Red Sox. No shorts-and-nightmarishly-elongated-collars for the most successful professional sports team in the United States! No late-'90s sleeveless abominations or McDonaldLand Dumpster Dive get-ups for the 27-time world champs!
All goes onward and outward, and everything collapses. This is a miscarriage of taste and decency and a bone in the throat for all reasonable people. George Steinbrenner is spinning in his grave like a rotisserie chicken.
You’re all that’s left to hold onto
The Athletic’s Richard Deitsch gives subscribers a behind-the-scenes look at everything that goes into CBS’s national NFL broadcasts. The story starts off with a fantastic teaser (“Everyone should get to hear Jim Nantz tell a Dunkin’ attendant, ‘We’ll have a 25-count Munchkin’ at least once in life.”) and never slows down from there. No surprise that Deitsch zeroes in on the donuts thing; as any student of the stealthily weird Jim Nantz will tell you, there is nothing more delightful than the man’s obsession with the proper preparation of junk food.
Bonus fun: In order to get their vocal cords limber, Nantz and Tony Romo before the opening kickoff will sing U2’s “Red Hill Mining Town,” a ballad about the goons at the British National Coal Board that somehow sounds like the sort of swoony love song you hear while fumbling with the corsage on Prom Night.
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More Nick: Nickelodeon Embarks on New Direction with its Biggest, Most Wide-Ranging Content Slate Ever!
Originally published: Wednesday, December 04, 2019.
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