CBS, Viacom Merger to Close Dec. 4

CBS Corp. and Viacom have announced that their pending merger is expected to close after market hours on Dec. 4.

Immediately following the closing, the combined company will be renamed ViacomCBS Inc., and it is expected to begin trading on the Nasdaq Global Select Market on Dec. 5 under the new ticker symbols “VIACA” and “VIAC,” according to the companies.

As part of the listing, ViacomCBS will also become eligible for future inclusion in the Nasdaq 100 index.

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Speaking last August with CNBC, Robert Bakish, current Viacom CEO and future head of ViacomCBS, said the combined media company would offer “unmatched scale” with 140,000 television catalog episodes and 3,600 movies, including content from Paramount Pictures and CBS Studios.

The broadcast network’s early move toward direct-to-consumer content distribution with CBS All Access and Showtime OTT and Viacom’s acquisition of ad-supported streaming service Pluto TV has well-positioned the new media company in the streaming video era, he said.

“[That’s] not something people have talked about a lot [regarding the merger],” he said.  “You unite those two together and you really have a D-to-C ecosystem — very compelling — both with substantial, millions of users.”

More ViacomCBS Execs Announced

CBS and Viacom Nov. 18 announced additional senior appointments to ViacomCBS corporate leadership, effective upon closing of the merger.

Alex Berkett, SVP, corporate development and strategy, Viacom, will become EVP, corporate development and strategy, leading ViacomCBS’ efforts to identify, pursue and execute strategic growth opportunities, including acquisitions, partnerships, investments and joint ventures, across all of ViacomCBS’ businesses and geographies.

Nancy Phillips will serve as EVP, chief people officer, and lead the ViacomCBS global human resources organization. Phillips joins the company from Nielsen, where she served as chief human resources officer.

Marva Smalls, EVP, global head of inclusion strategy, Viacom, will serve as EVP, global head of inclusion of ViacomCBS, driving initiatives and fostering partnerships that promote and advance diversity and inclusion for ViacomCBS enterprise-wide both with internal and external stakeholders globally. In addition, she will retain her public affairs responsibilities for Nickelodeon as EVP, public affairs, kids and family entertainment brands, ViacomCBS Media Networks.

Jose Tolosa, chief transformation officer of Viacom, will expand his responsibilities as EVP, chief transformation officer. In this role, he will continue to oversee integration efforts for the combined company, with a focus on accelerating the evolution of its businesses. Tolosa will also lead ViacomCBS strategic planning, helping to set the company’s strategic priorities and support cross-company projects for senior management. Additionally, he will oversee the Global Business Services and Global Sourcing divisions, which will expand their scope, providing enterprise-wide services and helping drive synergies.

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The leadership announcements follow the previously announced appointments of Christa D’Alimonte as EVP, general counsel and secretary; Anthony DiClemente as EVP, investor relations; DeDe Lea as EVP, global public policy and government relations; Julia Phelps as EVP, chief communications and corporate marketing officer, and Christina Spade as Executive Vice President, CFO.

“We now have in place the entire senior management team for ViacomCBS, ensuring we will hit the ground running when the transaction closes in just a few weeks,” stated Bob Bakish, Viacom president and CEO, who will serve as president and CEO of ViacomCBS upon closing. “Working together, these leaders will help us realize the full potential of our considerable assets and competitive strengths.”

The merger of Viacom and CBS remains subject to customary closing conditions and is expected to close by early December.

As Planet Earth Turns to Streaming Video, ViacomCBS Aims for Pluto (TV)

Prior to Viacom’s re-merger with CBS Corp., the media giant had scant over-the-top video properties. Now with the addition of CBS All Access and Showtime OTT, the company claims about 16 million paying subscription streaming subscribers.

That’s 20% less than the 20 million monthly viewers who stream content for free on Pluto TV — the San Francisco-based ad-supported VOD service Viacom acquired earlier this year for $340 million.

That user tally reflects a 70% year-over-year gain in consumer traction for Pluto and underscores Viacom’s strategic move to compete against Netflix, Amazon Prime Video, Disney+ and other high-profile SVOD services with old-school ad-supported content.

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“Our focus on an investment in Pluto is evident,” Bob Bakish, CEO of ViacomCBS, said on the recent fiscal call. “In Q4 alone, Pluto launched 43 new channels and last month, Pluto Latino added 11 new channels given the platform of total 22 channels with over 4,000 hours of Spanish and Portuguese language programming.”

The opportunity for Pluto TV Latino is significant given the size of the Hispanic population, as well as gaps within the existing programming landscape. As the largest minority market, the group has a combined buying power of $1.5 trillion, according to research from the University of Georgia.

The once-dominant Spanish-language broadcast network, Univision, has been steadily losing viewers for years and has been locked in a battle with Comcast-owned Telemundo for younger, bilingual viewers. Meanwhile, streaming services such as Hulu, Sling, and fuboTV offer Spanish-language content, but the additional cost of these services is leading to “subscription fatigue.”

“There are all sorts of creative programming ideas we can test with the audience that hasn’t been done before,” Tom Ryan, co-founder and CEO of Pluto TV, said. “If they work, we can be nimble and double down on them.”

Indeed, AVOD revenue is projected to more than double between 2018 and 2024, topping $56 billion across 138 countries — including the U.S.

Next year, NBC Universal is launching an ad-supported streaming service dubbed “Peacock,” which joins industry players such Tubi TV, which bowed in 2014 with more than 9,000 movies and television shows, Amazon’s IMDb TV and The Roku Channel, among others.

“The U.S. will more than triple its AVOD revenue total between 2018 and 2024 to $19.23 billion — or 34% of the global total,” said Simon Murray, analyst with Digital TV Research.

Bakish said Viacom would continue to grow Pluto TV distribution globally and on new platforms, which he said would benefit both viewers and business partners.

He said Pluto has not only been a driver to restoring overall Viacom ad sales growth, it’s also been a platform to enable Viacom to “radically” increase the number of clients it does business with.

“In the crowded subscription universe, as consumers become increasingly more value conscious, we strongly believe that having the leading free streaming service in the country and over time, the world is a huge competitive advantage,” Bakish said.

 

Viacom and CBS Announce Leadership After Pending Merger

CBS and Viacom Nov. 11 announced senior appointments for content and digital leadership of ViacomCBS effective upon closing of the merger.

The combined company’s library will comprise 140,000-plus TV episodes and 3,600-plus film titles, according to a joint press release. ViacomCBS will also have more than 750 series ordered or in production, as well as a major Hollywood film studio, Paramount Pictures. The combined company will have a content spend of more than $13 billion — one of the largest in the industry, according to the joint release.

“ViacomCBS will be one of the largest premium content creators in the world, with the capacity to produce content for both our own platforms and for others,” Bob Bakish, president and CEO, Viacom, who will serve as president and CEO of ViacomCBS upon close, said in a statement. “This talented team of content leaders will work together to ensure we realize the full power of our brands, our deep relationships with the creative community and our intellectual property to drive our growth as a combined company.”

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Content leaders, who will manage the creative and business operations of the company’s brands and help assess how best to distribute programming include:

  • Jim Gianopulos, who will oversee Filmed Entertainment, continuing as chairman and CEO of Paramount Pictures, a role that includes oversight of Paramount Animation, Paramount Features, Paramount Players and Paramount TV;
  • Chris McCarthy, president of MTV, VH1, CMT and Logo, who will serve as president of entertainment and youth brands, ViacomCBS Domestic Media Networks — adding Comedy Central, Paramount Network, Smithsonian Channel and TV Land brands and their respective content studios to his current portfolio of MTV, VH1, CMT and Logo;
  • David Nevins, chief creative officer, CBS, and chairman and CEO, Showtime Networks, who will oversee CBS Television Studios, the CBS Television Network’s Entertainment division, the Showtime Networks and Pop, as well as the programming of CBS All Access (He will also have oversight of CBS’ interest in The CW, a joint venture between CBS and Warner Bros. Entertainment. In addition, Nevins will oversee BET, which will continue to be led by Scott Mills as President of BET);
  • Carolyn Kroll Reidy, who will lead the company’s publishing assets, continuing in her role as president and CEO of Simon & Schuster; and
  • Brian Robbins, president of Nickelodeon, who will oversee the company’s kids and young adult-focused offerings as president, kids and family entertainment, ViacomCBS Domestic Media Networks (In addition to Nickelodeon, Nick at Nite, Nick Jr., TeenNick, Nicktoons and Nickelodeon Studios, he will now oversee Awesomeness, which he co-founded and was acquired by Viacom in 2018).

 

Joe Ianniello, as previously announced, will serve as chairman and CEO of CBS, overseeing CBS-branded assets such as the CBS Television Network (including CBS Entertainment, CBS News, and CBS Sports), CBS Television Studios, CBS Interactive (including CBS All Access) and CBS Television Stations.

ViacomCBS will also form a new Content Council, comprising the content leaders across the company and chaired by Nevins, to ensure these leaders and other senior executives are working together to maximize the use of IP and talent relationships across the combined company.

ViacomCBS’ portfolio of streaming assets will include CBS All Access and Showtime, which deliver premium, branded content live and on demand to millions of subscribers; Pluto TV, the leading free, advertising-supported streaming TV service in the United States; and targeted niche products such as BET+, CBSN, CBS Sports HQ, ET Live and Noggin.

“Our content scale will support our streaming strategy, which will build on the rapidly scaling advertising and subscription-based products we already have in the market,” Bakish said in a statement. “The executives we announced today bring complementary and deep experience in both subscription and ad-supported streaming businesses, and will work together to create a differentiated streaming ecosystem in the market.”

ViacomCBS digital leaders include:

  • Marc DeBevoise, president and COO, CBS Interactive, who will serve as chief digital Officer, ViacomCBS, and president and CEO, CBS Interactive, providing overall leadership for the combined company’s technology and digital operations across its broad range of digital assets, including its subscription, live and vertical ad-supported direct-to-consumer streaming services and major internet properties (His team will also be responsible for Viacom Digital Studios as well as its partnerships with technology, digital video and social platforms. In addition, he will continue to lead CBS Interactive and its digital businesses, including those of the CBS Television Network and CNET Media Group and its portfolio of streaming services including CBS All Access, CBSN, CBS Sports HQ and ET Live.);
  • Kelly Day, president, Viacom Digital Studios, who will continue to lead the digital content strategy and initiative to create and expand original programming and branded content across leading and emerging social platforms (In this role, reporting to DeBevoise, she will look to expand this initiative from brands including MTV, Nickelodeon, Comedy Central and BET across the combined company’s content portfolio.);
  • Phil Wiser, CTO, CBS, who will serve as CTO for the combined company, reporting to DeBevoise, and will be responsible for the global technology strategy, shared services, operations and transformation for ViacomCBS; and
  • Tom Ryan, CEO and co-founder of Pluto TV, who will continue to lead Pluto TV and will oversee all facets of the company’s business;

 

The merger is expected to close by early December, according to the press release.

Julia Phelps Upped to Chief Communications Officer at ViacomCBS

CBS and Viacom Aug. 29 jointly announced that Julia Phelps has been named EVP, chief communications and corporate marketing officer of ViacomCBS, effective upon closing of the deal to combine CBS and Viacom.

Phelps, who has served as EVP of communications, culture and marketing at Viacom since 2017 will report to Bob Bakish, president and CEO of Viacom, who will serve as president and CEO of ViacomCBS upon close.

In her new position, Phelps will lead the combined company’s corporate communications, corporate marketing, corporate responsibility, special events and internal creative teams.

Julia Phelps

“Julia has been a vital force in shaping and communicating Viacom’s strategy, and revitalizing its vibrant culture and dynamic, entrepreneurial spirit,” Bakish said in a statement. “Her leadership and skill in communicating and driving change will be invaluable as we bring together the talented teams of CBS and Viacom.”

Phelps’ appointment follows the Aug. 28 announcement of Wall Street analyst Anthony DiClemente being named EVP of investor relations at ViacomCBS, also effective upon close.

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“Julia and Anthony are both highly experienced executives who have contributed significantly to the respective success of Viacom and CBS. I look forward to working with both of them, drawing on their insights and expertise, as we pursue a powerful growth strategy anchored in ViacomCBS’s position as one of the most important content producers and providers in the world,” Bakish said.

In her previous position, Phelps oversaw a variety of important initiatives, including the development and roll out of Viacom’s corporate mission, vision and values; the global launch of “Spark,” a next-generation town hall to equip and engage employees; and “Generation Change,” a global platform designed to elevate and empower young people who drive change around the world.

Before that, Phelps served as EVP of communications at Viacom International Media Networks (VIMN), where she led VIMN’s internal and external communications efforts for Viacom’s international brands, including MTV, Nickelodeon, Comedy Central, BET, Paramount Channel, VH1, COLORS and Channel 5.

Previously, she served as SVP of corporate communications for VIMN and as VP of Corporate Communications for Viacom.

Phelps first joined Viacom in 2005 from New York based agency DeVries Public Relations. A native of Canada, Phelps earned a B.A. in political science from the University of Victoria in British Columbia, and an M.S. in strategic communications from Columbia University.

CEO: ViacomCBS Merger Offers ‘Unmatched Scale’

Corporate synergy and scale are two key economic points underscoring the $30 billion re-merger of Viacom with CBS.

Speaking Aug. 14 with CNBC, Robert Bakish, current Viacom CEO and future head of the renamed ViacomCBS, said the combined media company would offer “unmatched scale” with 140,000 television catalog episodes and 3,600 movies, including content from Paramount Pictures and CBS Studios.

Bakish said CBS’ early move toward direct-to-consumer content distribution with CBS All Access and Showtime OTT, and Viacom’s acquisition of ad-supported VOD service Pluto TV well-positioned the rebooted media company in the in the streaming video era .

“[That’s] not something people have talked about a lot [regarding the merger],” he said.  “You unite those two together and you really have a D-to-C ecosystem. Very compelling, both with substantial — millions of users.”

When asked whether ViacomCBS could successfully match Disney, Netflix or WarnerMedia, Bakish said scale could be viewed subjectively.

“Between the studios that we operate, Paramount, CBS Television Studios, Nickelodeon Animation and Viacom International Studios, we have 750 series ordered or in production. There is true content scale here,” he said.

“There’s no question the companies are stronger together than they were independently. And, you know, we’re going to start executing with that.”

The executive defended the companies’ downward revised cost savings from $1 billion to $500 million.

“This is excluding programming, excluding marketing, excluding revenue. So, there’s a very material opportunity. And as we get into it we’ll move forward and begin to realize that [cost saving],” Bakish said.

The initial pushback on the deal from former CEO Les Moonves disappeared following  the executive’s ouster due to #MeToo allegations.

Bakish contends the cultures at Viacom and CBS have a lot in common — with both companies focused the content creation and distribution.

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“An employee of CBS News loves CBS News, just like an employee at MTV loves MTV,” he said. “There’s incredible value in the combination. You look at the strategy we’re going to start executing against. Building a real leadership position in D-to-C through this combination of subscription product and ad-supported product. This ecosystem, tremendous opportunity there. You look at expanding the partnerships and building new partnerships with advertisers, with distributors. Tremendous opportunity there for all of the people that work in that area. You look at being one of the most significant content suppliers in the world. Tremendous opportunity there. So, I think very quickly this culture will come together.”

With Moonves out, former CFO Joe Ianniello has held the acting CEO position. Following closure of the merger, he will become CEO of CBS, reporting to Bakish.

Ianniello reportedly has a clause in his employment contract paying him $70 million severance should he not retain the top executive job.

“I’ve known Joe Ianniello for 20 years,” Bakish said. “I have tremendous respect for what he’s done at CBS. He’s clearly a world class executive. He and I have spoken a lot in the days leading up to yesterday. And including yesterday. And there is a tremendous interest, joint interest, in unlocking the value of these combined companies.”

Bakish said Ianniello would take the leadership position, running the CBS branded assets upon closing.

“We need someone to run those assets,” he said. That’s a big complicated business. He is ideally suited to do it because he has, you know, 20 years of knowledge in that space and a real passion for it. At the same time, he knows that we have to create value from these assets. We are going to have to work across the company. He’s 100% committed to it and I can’t wait to get on with it with him.”

 

CBS, Viacom Agree to $30 Billion Re-Merger

Thirteen years after Viacom spun off CBS as a wholly owned subsidiary, the two companies are re-merging under the same corporate umbrella.

The two entertainment companies Aug. 13 announced a definitive agreement to combine in an all-stock $30 billion merger, creating a combined company — ViacomCBS Inc. — with more than $28 billion in revenue.

CBS shareholders will own approximately 61% of the combined company and Viacom shareholders will own approximately 39%.

The combined company will be led by Bob Bakish, current CEO of Viacom, with Joe Ianniello, acting CEO at CBS, becoming president/CEO of CBS.

The two companies, whose assets include Paramount Pictures, BET, MTV, Comedy Central, Showtime, CBS All Access, among others, expect to save $500 million in combined synergies — about half of what they originally sought.

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The pact was spearheaded by Shari Redstone, who runs National Amusements Inc., parent to both Viacom and CBS, for her ailing father, Sumner Redstone. NAI holds approximately 78.9% and 79.8% of the Class A voting shares of CBS and Viacom, respectively.

Shari Redstone has eyed the reunion as a means for Viacom and CBS better competing against a rapidly evolving media landscape, which includes subscription streaming video-on-demand.

“My father once said ‘content is king,’ and never has that been more true than today,” Redstone said in a statement. “Through CBS and Viacom’s shared passion for premium content and innovation, we will establish a world-class, multiplatform media organization that is well-positioned for growth in a rapidly transforming industry.”

ViacomCBS contends it would be better able to scale globally, with leadership positions in markets across the U.S., Europe, Latin America and Asia.

In addition to a significant television business in the U.S., the combined company possesses a portfolio of direct-to-consumer platforms, including both subscription (CBS All Access, Showtime OTT) and ad-supported (Pluto TV) offerings. It also includes Paramount Pictures and Paramount Home Entertainment.

“Today marks an important day for CBS and Viacom, as we unite our complementary assets and capabilities and become one of only a few companies with the breadth and depth of content and reach to shape the future of our industry,” Bakish said in a statement.

Ianniello said the merger brings a new set of opportunities to both companies.

“At CBS, we have outstanding momentum right now — creatively and operationally — and Viacom’s portfolio will help accelerate that progress,” Ianniello said.

In addition to Bakish and Ianniello, the company will include Christina Spade as EVP and Chief Financial Officer, and Christa D’Alimonte as EVP, General Counsel and Secretary.

The deal was originally delayed after former CBS boss Les Moonves sought the CEO position among the combined companies. Shari Redstone wanted Bakish.

Moonves dropped out of discussions when he was forced out at CBS following a series of #MeToo allegations.