National Amusements and its wholly-owned subsidiary NAI Entertainment Holdings LLC March 26 announced that it has reached an agreement with its lenders to increase its credit facility to $125 million.
NAI, which is the majority stakeholder of ViacomCBS, said it would have “ample liquidity,” in addition to substantial cash reserves, to fund operations, which includes more than 950 (now shuttered) movie screens in the U.S., U.K. and Latin America.
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The company held by Sumner Redstone and his daughter Shari Redstone said it would not sell stock in ViacomCBS and does not intend to pledge additional stock of ViacomCBS — which has plummeted 43% in the past month as business segments throughout Hollywood remain shuttered due to the global coronavirus pandemic.
Media giant Viacom (parent to Paramount Pictures) and CBS reportedly are set to begin in June renewed discussions about a possible merger — nearly 20 years after Viacom created CBS Corp. through a spin-off.
CNBC, citing sources familiar with the situation, say the two companies controlled by Sumner Redstone and his daughter Shari Redstone’s National Amusements corporate umbrella are seeking to “bulk up” the balance sheet in a rapidly evolving media landscape underscored by mergers and acquisitions.
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National Amusements has twice tried unsuccessfully to merge CBS back into the fold — efforts largely rebuked by former CBS CEO Les Moonves, who sought the top position in the merged companies. Sharri Redstone preferred Viacom CEO Bob Bakish in that role.
Moonves was forced out of CBS following multiple allegations of inappropriate workplace behavior toward women.
Scuttlebutt about a possible merger grew after Joseph Ianniello, acting CEO at CBS, had his contract renewed only to the end of the year, and search for a permanent executive was cancelled.
CNBC said the merger would likely be a stepping stone to further M&A activity, including a renewed bid for Lionsgate-owned Starz and SVOD platform Starz Play, and possibly Discovery Communications, home to HGTV, Food Network and DIY Network, among other properties.
Joseph Ianniello, current COO at CBS Corp., is now acting CEO following the Sept. 9 departure of beleaguered boss Les Moonves in the aftermath of additional accusations of inappropriate behavior in the workplace. Moonves had been the head of CBS for 24 years.
Ianniello, who joined CBS in 2005, has been COO since June 2013. The chairman position will remain open pending the appointment of a permanent CEO.
Moonves and CBS will donate $20 million to one or more organizations that support the #MeToo movement and equality for women in the workplace. The donation, which will be made immediately, has been deducted from any severance benefits that may be due Moonves following the board of directors’ ongoing independent investigation.
Moonves will not receive any severance benefits (rumored to be around $120 million) at this time (other than certain fully accrued and vested compensation and benefits); any payments to be made in the future will depend upon the results of the independent investigation and subsequent board evaluation.
Moonves’ high-profile exit was in part triggered by a follow-up story in The New Yorker by Ronan Farrow that detailed additional accusations from six women alleging sexual misconduct by Moonves over a 20-year period.
In a statement late Sunday night, Moonves said “untrue allegations from decades ago” are not consistent with “who I am.” Moonves said he was “deeply saddened” to be leaving the company and wished nothing but the best for the organization.
CBS also announced a settlement with corporate parent National Amusements (and Viacom), which includes dismissing their pending litigation and previous corporate bylaw amendments.
In addition, five current independent directors and one National Amusements-affiliated director have stepped down from the board, and six new independent directors have been elected. The new board will be comprised of 11 independent directors and 2 NAI-affiliated directors.
The board of directors at CBS Corp. July 27 said it will investigate claims of sexual misconduct by longtime CEO Les Moonves disclosed in an expose by Ronan Farrow in The New Yorker.
Farrow’s article alleges Moonves engaged in unwanted touching and kissing of female subordinates over the past 20 years.
Read Ronan Farrow’s article in The New Yorker here.
“All allegations of personal misconduct are to be taken seriously,” the board said in a statement. “The independent directors of CBS have committed to investigating claims that violate the company’s clear policies in that regard.”
The board noted the timing of the expose coinciding with CBS’ ongoing legal battle with corporate parent National Amusements, headed by Shari Redstone and her ailing father Sumner Redstone.
“While that litigation process continues, the CBS management [which includes Moonves] has the full support of the independent board members,” said the statement.
Farrow won a Pulitzer Prize for another expose that outed Harvey Weinstein’s long history of sexual harassment. The story led to Hollywood’s #MeToo movement, and subsequent criminal indictments against Weinstein.
A judge in the Delaware Court of Chancery May 17 denied a restraining order request by CBS Corp. to stop majority shareholders Shari Redstone and her ailing 94-year-old father Sumner Redstone from blocking an expected CBS board vote later today that would dilute the Redstones’ voting power.
The judge’s ruling means Shari Redstone can override a planned move by CBS to thwart the Redstones’ stranglehold on board votes by reducing their 70% voting stake to 18%.
CBS issued a statement saying the judge’s decision would not keep it from pursuing what was in the best interest of its shareholders.
“The ruling clearly recognizes that we may bring further legal action to challenge any actions by [the Redstones] that we consider to be un lawful,” the company said in a statement.
In the rapidly changing media landscape, Shari Redstone is seeking to re-merge CBS and Viacom, with Viacom CEO Bob Bakish assuming the No. 2 position to CBS CEO Les Moonves. The latter, who has no real interest in rejoining Viacom, including assets Paramount Pictures, BET, MTV, Nickelodeon and Comedy Central, among others, wants to install his own senior management.
CBS Corp. May 14 filed a lawsuit in Delaware Court of Chancery alleging breaches of fiduciary duty by majority shareholder National Amusements, which is run by Sumner Redstone and his daughter Shari Redstone.
CBS is seeking to prevent the Redstones from allegedly interfering with a special meeting of its board of directors to consider declaring a dividend of shares that would dilute the value of National Amusements’ voting rights to 17% from 80% — as is permitted under CBS’s charter.
The dividend would not dilute National Amusements’ economic interests, or any other CBS stockholder.
CBS said it took this step because it believes it is in the best interests of all its shareholders, and necessary to unlock significant stockholder value.
If consummated, the dividend would enable CBS to operate as an independent, non-controlled company and more fully evaluate strategic alternatives — including merging with Redstone-controlled Viacom.
CBS contends that without the litigation National Amusements would seek to oust its board members and/or change its bylaws — allegations National Amusements denies.
“National Amusements had absolutely no intention of replacing the CBS board or forcing a deal that was not supported by both companies,” the company said in a statement. “National Amusements’ conduct throughout supports this and reflects its commitment to a well-governed process.”
Fandango has made its first-ever agreement with theatrical exhibition company National Amusements for ticketing at nearly 400 screens throughout the Northeast.
In addition to adding National Amusements’ Showcase Cinemas, Fandango has added more than 1,500 new screens from more than a dozen exhibitors across the country over the past year, bringing Fandango’s worldwide screen count to more than 40,000 screens.
“Fandango is proud to represent National Amusements’ Showcase Cinemas and further serve moviegoers throughout the Northeast with our leading-edge movie discovery and ticketing innovations,” said Fandango SVP and chief commerce officer Kevin Shepela. “By enabling Showcase Cinemas customers to quickly and easily discover movies and buy tickets on the latest online, mobile, social, AI bot and voice assistant platforms, we believe we can help drive even more moviegoers into their theaters for many years to come.”
Showcase Cinemas amenities include reserved seating, power-operated recliners, lobby bars that allow guests to take a drink to their seat, full-service restaurants, and the premium formats XPlus, MX4D and IMAX available at many locations.
“We look forward to working with Fandango to bring our superior entertainment experience, showtimes, and tickets to millions of additional moviegoers across Fandango’s digital platforms,” said Mark Malinowski, VP of marketing, National Amusements. “With the continued rise of advance ticketing and reserved seating, we know many of our customers want to use Fandango as part of their movie-going planning process. Through this new partnership with the industry leader in both innovation and customer service, we are excited to now offer our customers the option to seamlessly purchase Showcase tickets through Fandango.”