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CBS Corporation

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This article is about the media conglomerate in operation from 2006 to 2019. For the original CBS Corporation that operated from 1997 to 2000, see Westinghouse Electric Corporation. For the media conglomerate that acquired the first incarnation in 2000 and ceased operations in 2006, see Viacom (1952-2006).

CBS Corporation
Company typePublic
  • NYSE: CBS.A (Class A)
  • NYSE: CBS (Class B non voting)
IndustryMass media
Predecessors
FoundedJanuary 1, 2006; 18 years ago (2006-01-01)
DefunctDecember 4, 2019; 5 years ago (2019-12-04)
FateMerged with the second incarnation of Viacom to form ViacomCBS
SuccessorParamount Global
Headquarters
Area served
Worldwide, with main operations in the United States and Australia
Key people
Strauss Zelnick
(interim chairman)
Joseph Ianniello
(president and acting CEO)
ProductsMovie production, TV production, broadcasting, cable television, record label, publishing, Internet
RevenueIncrease US$ 14.514 billion (2018)
Decrease US$ 2.768 billion (2018)
Decrease US$ 1.960 billion (2018)
Total assetsDecrease US$ 21.86 billion (2018)
Total equityDecrease US$ 2.80 billion (2018)
OwnerNational Amusements (80% voting power)
Number of employees
~12,700 (2017)
DivisionsCBS Entertainment
CBS Cable Networks
CBS Publishing
CBS Local Media
CBS Experiences[1]
SubsidiariesCBS
CBS Interactive
CBS Records
CBS Sports Network
CBS Television Distribution
CBS Television Studios
Showtime Networks
Simon & Schuster
Digital assets of TV Guide
The CW (50%)
Pop TV
Websitewww.cbscorporation.com (archived Dec 4, 2019)
Footnotes / references
[note 1][2]

The second incarnation of CBS Corporation (the first being a short-lived rename of the Westinghouse Electric Corporation) was an American multinational media conglomerate with interests primarily in commercial broadcasting, publishing, and television production. It was one of the two companies formed from the 2006 spin-off of the Viacom assets of the original Viacom, as founded by Ralph Baruch in 1952. It was one of two companies which succeeded the original incarnation of Viacom, alongside the second incarnation of Viacom; both were controlled by National Amusements, a theater company controlled by billionaire Sumner Redstone. The spin-off was structured so that CBS Corporation would be the legal successor to the first Viacom, with the second Viacom being an entirely separated company.[3]

CBS Corporation comprised the over-the-air television (CBS and The CW) broadcasting, television production and distribution, publishing, pay-cable, and recording assets that were previously owned by the first Viacom. It was the world's eighth largest entertainment company in terms of revenue, and headquartered at the CBS Building in Midtown Manhattan, New York City.[4]

The second merger between CBS Corporation and Viacom, creating the combined company ViacomCBS (now Paramount Global), was completed on December 4, 2019.[5][6]

Background

The first incarnation of Viacom was created in 1952 as the television syndication division of CBS, and was spun off in 1971. However, in 1999, Viacom acquired its former parent, by this time also named CBS Corporation, formerly Westinghouse Electric. The prior CBS Corporation also owned CMT and The Nashville Network, which remained Viacom properties after the 2005 split, but the prior CBS did not own UPN, Showtime, Paramount Television, Paramount Parks, or Simon & Schuster.

History

The evolution of Paramount
1886Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company
1912Famous Players Film Company is founded
1913Lasky Feature Play Company is founded
1914Paramount Pictures is founded
1916Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount
1927Famous Players–Lasky renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records
1929Paramount acquires 49% of CBS
1930Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation
1932Paramount sells back its shares of CBS
1934Gulf+Western is founded as the Michigan Bumper Corporation
1935Paramount Publix Corporation renamed to Paramount Pictures
1936National Amusements is founded as Northeast Theater Corporation
1938CBS acquires Columbia Records
1950Desilu is founded and CBS distributes its television programs
1952CBS creates the CBS Television Film Sales division
1958CBS Television Film Sales renamed to CBS Films
1966Gulf+Western acquires Paramount
1967Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios)
1968CBS Films renamed to CBS Enterprises
1970CBS Enterprises renamed to Viacom
1971Viacom is spun off from CBS
1987National Amusements acquires Viacom
1988CBS sells Columbia Records to Sony
1989Gulf+Western renamed to Paramount Communications
1994Viacom acquires Paramount Communications
1995Westinghouse acquires CBS
1997Westinghouse renamed to CBS Corporation
2000Viacom acquires UPN and CBS Corporation
2005Viacom splits into second CBS Corporation and Viacom
2006CBS Corporation shuts down UPN and replaces it with The CW
2017CBS Corporation sells CBS Radio to Entercom (now Audacy)
2019CBS Corporation and Viacom re-merge as ViacomCBS
2022ViacomCBS renamed to Paramount Global
2024Skydance Media and Paramount Global agree to merge

Early history

In March 2005, Viacom contemplated splitting the company into two publicly traded companies, amid issues of the stock price stagnating (although it was alleged that another main force behind the split was the Super Bowl XXXVIII halftime show controversy[citation needed], which led to MTV not being allowed to produce any more halftime shows, they had also produced the show for Super Bowl XXXV, the first Super Bowl CBS aired since regaining NFL rights and becoming MTV's corporate sibling).

Old separate Viacom logo (1990–2006)

On June 14, 2005, the Viacom board of directors approved the split of the company into two firms.[7] The CBS Corporation name would be revived for one of the companies, to be headed by longtime television executive (and Viacom co-President) Les Moonves, and would include the namesake television network CBS, UPN, Infinity Broadcasting Corporation, Viacom Outdoor, Showtime Networks, and Paramount Television.

The split was structured such that the second Viacom was spun off from the first Viacom, which was renamed CBS Corporation. In a sense, this was a repeat of the 1971 spinoff. However, in this case, CBS retained virtually all of the prior firm's broadcast television assets, including its various syndication companies.

With the split, the two companies began trading on the New York Stock Exchange on January 3, 2006. Investors anticipated Viacom benefiting from the split, but instead, it dropped approximately 20 percent, while CBS Corporation rose 9 percent, that same year, Paramount Parks became a wholly-owned theme park unit of CBS Corporation.[8]

Subsequent developments

In January 2006, CBS and DIC Entertainment signed a multi-year deal in which DIC bought the Saturday morning airtime as "CBS's Saturday Morning Secret Slumber Party". In June 2006, DiC added a production partner AOL's KOL. Thus, this block would be called "KOL's Saturday Morning Secret Slumber Party on CBS".[9]

The CW logo

On January 24, 2006, CBS Corporation and Warner Bros. created a new broadcast network, The CW. The network officially debuted on September 18, 2006. The network formally debuted on September 20 with the 2-hour premiere of America's Next Top Model. The network is the result of a merger of The WB (a Warner Bros. holding) and UPN (a CBS Corporation holding). CBS Corporation and Time Warner each own 50% of the network. Tribune Broadcasting (which previously owned a 25% stake on The WB) and CBS Corporation contributed its stations as new network affiliates.

On May 23, 2006, CBS Corporation sold Paramount Parks to the Cedar Fair Entertainment Company. With this acquisition, Cedar Fair became the third-largest theme park operator.[10] On June 30, 2006, Cedar Fair completed its acquisition of Paramount Parks from CBS Corporation in a cash transaction valued at US$1.24 billion. The transaction included a 10-year license that allowed Cedar Fair to use the Paramount name in the parks through the 2017 season.[11]

On February 7, 2007, CBS sold seven stations in Providence, Rhode Island, Austin, Texas, Salt Lake City and West Palm Beach, Florida to Cerberus Capital Management for US$185 million.[12] It sold another station, WFRV-TV in Green Bay, Wisconsin, and its satellite station, WJMN-TV in Escanaba, Michigan, to Liberty Media on February 13, 2007.[13] News reports estimate the deal at about US$234 million. CBS is swapping the stations and US$170 million in cash for 7.59 million shares of CBS common stock held by Liberty Media.

On February 26, 2007, CBS began investing in Electric Sheep, which is a virtual world content developer. CBS hired Electric Sheep to develop some projects, including the creation of "The L-Word in Second Life". CBS also shot a commercial within the virtual world Second Life to promote its show Two and a Half Men. Another project that Electric Sheep was working on for CBS was a Star Trek-themed area in Second Life. By investing in Electric Sheep, CBS hoped to expand its activity "beyond the living room".[14] On March 20, CBS/CSTV had acquired MaxPreps, an online high school sports network.[15] On April 12, CBS Corporation created the CBS Interactive Audience Network.[16] On May 30, 2007, CBS Interactive bought Last.fm for £140 million.[17]

On May 15, 2008, CBS Interactive agreed to buy CNET Networks for $1.8 billion, with the deal due to close in the third quarter of 2008.[18] On July 2 CBS acquired CNET and put it under CBS Interactive.[19]

On February 14, 2013, CBS acquired a minority stake in AXS TV in exchange for programming and marketing.[20] On March 26, CBS and Lionsgate entered a 50/50 joint venture to operate the TV Guide Network (TVGN) and TVGuide.com.[21][22] On May 31, CBS bought the remaining half of TV Guide Digital from Lionsgate.[23] The latter still retained its share of TVGN (later rebranded as Pop) until it was acquired by CBS on March 12, 2019.[24] On July 16, CBS agreed to sell CBS Outdoor International to Platinum Equity for about $225M.[25] The CBS Outdoor division began trading as a separate company on the NYSE under "CBSO" on March 28, 2014. CBS Outdoor would be fully divested from CBS by July into an independent real estate investment trust, renamed as Outfront Media.

On November 17, 2017, CBS Corporation sold CBS Radio to Entercom, making that company the second-largest owner of radio stations in the United States.[26][27] In the same year, CBS purchased Australian broadcaster Network 10. The network was previously in voluntary administration.[28]

As of November 2018, CBS Corporation ranked 197th on the Fortune 500 list of the largest United States corporations by revenue.[29] CBS Corp. sold Television City to Los Angeles real estate investment company Hackman Capital Partners for $750 million in a deal finalized in mid-December 2018. The deal gives the buyer the right to use the Television City name. Programs produced at Television City will continue to be based there as will CBS' international unit headquarters.[30]

Re-merger deal with Viacom

Further information: 2019 merger of CBS and Viacom

On September 29, 2016, National Amusements sent a letter to the company and Viacom, encouraging the two companies to merge back into one company.[31] On December 12, the deal was called off.[32]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after AT&T's purchase of Time Warner was planned and Disney's plan to acquire bulk of 21st Century Fox assets and the heavy competition from companies such as Netflix and Amazon.[33] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate (which handled US distribution and global sales for CBS Films).[34][35] A re-merger could benefit CBS's streaming service CBS All Access, as it could potentially have access to content from core Viacom brands such as Comedy Central, MTV, and Nickelodeon, as well as the Paramount Pictures library. Viacom's international presence could also benefit distribution.[36]

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value and insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as being too low, requesting an increase by $2.8 billion, and requesting that Bob Bakish be maintained as president and COO under Moonves. It was reported these conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[37][38]

Eventually, on May 14, 2018, CBS Corporation sued National Amusements and accused Shari Redstone of abusing her voting power and forcing a merger that was not supported by it or Viacom.[39][40] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[41]

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access, he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate or Sony Pictures. Moonves also considered Bakish a threat as he never wanted an ally of Shari Redstone as a board member of the combined company.[42] Following Moonves' resignation due to sexual harassment allegations, National Amusements agreed in September 2018 to defer any proposal of a CBS-Viacom merger for at least two years after the date of the settlement.[43]

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. The company's board of directors was revamped with people who are open to a merger and the talks were made possible with the resignation of Moonves, who opposed all attempts for a Viacom merger. The talks had started following rumors of CBS acquiring Starz from Lionsgate.[44] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[45][46] As part of the re-merger deal, CBS acquired Viacom for up to $15.4 billion.[47]

On August 13, 2019, CBS and Viacom agreed to merge into a new entity known as ViacomCBS, with Viacom CEO Bob Bakish as president and CEO of the new company and CBS CEO Ianniello as chairman and CEO of CBS and oversee CBS-branded assets. Shari Redstone will also serve as chairwoman of ViacomCBS.[48][49] On October 29, 2019, National Amusements approved the re-merger deal, to be completed by early December 2019, with the recombined company trading on Nasdaq under the symbol "VIAC" and "VIACA" after CBS delist its shares on the NYSE.[50] On December 4, the deal was completed, with the merger structured such that CBS Corporation absorbed Viacom and changed its name to ViacomCBS.[6][51]

Corporate governance

The board of directors of CBS Corporation included:[52]

Philanthropy

In September 2018, CBS, together with former CEO Moonves, donated $20 million to groups supporting the #MeToo movement.[53][54]

See also

Notes

  1. ^ The Viacom-CBS split was structured in such a way that the first Viacom changed its name to CBS Corporation, while the second Viacom was an entirely spun-off company. For this reason, the rechristened CBS Corporation was actually the same company (Viacom) that was founded in 1986. The 1986 Viacom, in turn, was the successor to a previous company also known as Viacom and founded in 1971.

References

  1. ^ "CBS Corporation Announces Launch Of CBS Experiences (CBSX), A New Live And Experiential Events Division". PR Newswire. Cision. June 12, 2018. Retrieved May 30, 2019.
  2. ^ "US SEC: Form 10-K CBS Corporation". U.S. Securities and Exchange Commission. Retrieved February 25, 2018.
  3. ^ "Certain Federal Income Tax Information Regarding the Separation of Viacom Inc" (PDF). CBS Corporation. January 12, 2006. Archived from the original (PDF) on June 25, 2008. Retrieved November 30, 2008.
  4. ^ "Contact Info Archived November 29, 2009, at the Wayback Machine." CBS Corporation. Retrieved on November 3, 2009.
  5. ^ Hayes, Dade (November 25, 2019). "Viacom And CBS Announce Expected Closing Date Of Merger". Deadline. Retrieved November 25, 2019.
  6. ^ a b "Viacom and CBS Corp. are officially back together again". CBS News. December 4, 2019.
  7. ^ Fabrikant, Geraldine (June 15, 2005). "viacom board agrees to split of company". The New York Times. Retrieved July 28, 2014.
  8. ^ Fabrikant, Geraldine (July 22, 2006). "a surprise after the split: Viacom struggles as CBS holds its own". The New York Times. Retrieved July 28, 2014.
  9. ^ Consoli, John (June 21, 2006). "DIC, KOL to Produce On CBS". MediaWeek. Archived from the original on July 13, 2006. Retrieved November 30, 2008.
  10. ^ "CBS to Sell Amusement Parks to Cedar Fair". The New York Times. May 23, 2006.
  11. ^ Cedar Fair, L.P. "Cedar Fair, L.P. Completes Acquisition of the Paramount Parks". prnewswire.com.
  12. ^ "CBS Corporation To Sell Local TV Stations In Four Markets To Cerberus Capital Management, L.P". CBS Corporation. February 7, 2007. Archived from the original on January 11, 2009. Retrieved December 27, 2008.
  13. ^ "Liberty Media and CBS Corporation Agree to Exchange CBS Shares Held By Liberty". libertymedia.com. February 13, 2007. Retrieved December 2, 2016.
  14. ^ "CBS Invests in Virtual World Content Developer". Archived from the original on July 26, 2007.
  15. ^ "CBS Corporation acquires MaxPreps, the leading nationwide high school sports network online; business to be part of CSTV: College Sports Television". CBS Corporation. March 20, 2007. Retrieved January 2, 2012.
  16. ^ "CBS Corporation announces the creation of the CBS Interactive Audience Network". CBS Corporation. April 12, 2007. Retrieved January 2, 2012.
  17. ^ Music site Last.fm bought by CBS, BBC, May 30, 2007
  18. ^ CBS Corporation to acquire CNET Networks, inc. Archived May 18, 2008, at the Wayback Machine, CBS Press Release, May 15, 2008
  19. ^ "CNET's Content To Boost CBS Coverage". KYW-TV. New York: CBS Television Stations. July 2, 2008. Retrieved December 27, 2008. [dead link‍]
  20. ^ Bond, Paul (February 14, 2013). "CBS Takes Stake in AXS TV". The Hollywood Reporter. Eldridge Industries. Retrieved December 3, 2016.
  21. ^ Andreeva, Nellie. "CBS Poised To Buy Half Of TV Guide, Partner With Lionsgate." Deadline Hollywood (March 22, 2013)
  22. ^ Andreeva, Nellie. "It’s Official: CBS Acquires Half Of TV Guide, Partners With Lionsgate." Deadline Hollywood (March 26, 2013)
  23. ^ Andreeva, Nellie. "It’s Official: CBS Takes Full Control Of TVGuide.Com, Acquiring Lionsgate’s 50%." Deadline Hollywood (May 31, 2013)
  24. ^ "CBS Takes Control of Pop TV Cabler, Buys Out Lionsgate's 50% Stake". Variety. March 12, 2019. Retrieved March 12, 2019.
  25. ^ "CBS Sells Overseas Billboard Business". Deadline Hollywood. Penske Media Corporation. Retrieved July 16, 2013.
  26. ^ Lieberman, David (February 2, 2017). "CBS Agrees To Merge Radio Business With Entercom". Deadline Hollywood. Penske Media Corporation.
  27. ^ "Entercom Sets Friday Morning Close For CBS Radio Merger". Insideradio.com. Retrieved November 17, 2017.
  28. ^ "Ten Network to be purchased by US giant CBS". ABC News. Australian Broadcasting Corporation. August 28, 2017. Retrieved August 28, 2017.
  29. ^ "Fortune 500 Companies 2018: Who Made the List". Fortune. Retrieved November 23, 2018.
  30. ^ James, Meg; Vincent, Roger (December 10, 2018). "CBS sells Television City for $750 million to Los Angeles real estate developer". The Los Angeles Times. Retrieved December 11, 2018.
  31. ^ "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved October 13, 2016.
  32. ^ "Shari Redstone withdraws CBS-Viacom merger proposal". CNBC. December 12, 2016. Retrieved December 17, 2016.
  33. ^ Wang, Christine (January 12, 2018). "Viacom, CBS shares surge after report Shari Redstone pursuing merge of companies". CNBC. Retrieved January 12, 2018.
  34. ^ "Lionsgate Takes Over CBS Films' Distribution & Global Sales". Deadline Hollywood. Penske Business Media. November 13, 2014. Retrieved November 13, 2014.
  35. ^ "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline Hollywood. January 18, 2018. Retrieved January 19, 2018.
  36. ^ "How a Merged CBS-Viacom Could Try to Compete with Hollywood Giants". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019.
  37. ^ "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved April 11, 2018.
  38. ^ Littleton, Cynthia (April 11, 2018). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved April 11, 2018.
  39. ^ "CBS Sues Redstones' Firm in Escalation of Longstanding Fight". Bloomberg.com. May 14, 2018. Retrieved May 14, 2018.
  40. ^ Chmielewski, Dawn C. (May 14, 2018). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved May 14, 2018.
  41. ^ Chmielewski, Dawn C. (May 14, 2018). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved May 26, 2018.
  42. ^ Bond, Paul (May 23, 2018). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved May 26, 2018.
  43. ^ Parker, Ryan (September 9, 2018). "Leslie Moonves Exits CBS After Being Accused of Sex Crimes, Violence by More Women". The Hollywood Reporter. Retrieved September 9, 2018.
  44. ^ James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved June 2, 2019.
  45. ^ Munson, Ben (July 16, 2019). "CBS, Viacom set early August deadline for re-merger agreement – report". FierceVideo. Retrieved July 20, 2019.
  46. ^ Littleton, Synthia (July 19, 2019). "CBS, Viacom Boards Wrestle With Post-Merger Management Decisions, Ending COO Role (EXCLUSIVE)". Variety. Retrieved July 20, 2019.
  47. ^ "How a Merged CBS-Viacom Could Try to Compete with Hollywood Giants". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019. CBS' plan to acquire Viacom for up to $15.4 billion could be announced Aug. 8, giving its controlling shareholder the ability to leverage IP like 'Star Trek' across film and TV to better compete with Disney, Netflix and the rest.
  48. ^ Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter. Retrieved August 15, 2019.
  49. ^ "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.
  50. ^ Weprin, Alex (October 29, 2019). "Viacom-CBS Merger Now Expected to Close in 'Early December'". Billboard.
  51. ^ "ViacomCBS Report on Form 10-K". Nasdaq. Retrieved March 15, 2020. On December 4, 2019, Viacom Inc. ("Viacom") merged with and into CBS Corporation ("CBS"), with CBS continuing as the surviving company (the "Merger"), pursuant to an Agreement and Plan of Merger dated as of August 13, 2019, as amended on October 16, 2019 (the "Merger Agreement"). At the effective time of the Merger, we changed our name to "ViacomCBS Inc."
  52. ^ "About CBS Corporation". CBS Corporation. Retrieved July 30, 2018.
  53. ^ "Les Moonves resigns from CBS after sexual misconduct allegations". BBC. September 10, 2018. Retrieved September 10, 2018. CBS said the company and Mr Moonves would donate $20m (£15.4m) to groups supporting the #MeToo movement.
  54. ^ Tom McCarthy (September 10, 2018). "Les Moonves resigns from CBS after six more women accuse him of sexual harassment". The Guardian. Retrieved September 10, 2018. Moonves and CBS will donate $20m to one or more organisations that support the #MeToo movement and equality for women in the workplace. This donation was deducted from any severance benefits that may be due to Moonves following the investigation.
    • Historical business data for CBS Corporation:
    • SEC filings
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