Wikipedia

CBS Corporation

This article is about the media conglomerate in operation from 2005 to 2019. For the original CBS Corporation that operated from 1997 to 2000, seeWestinghouse Electric Corporation.For the media conglomerate that acquired the first incarnation in 1999 and ceased operations in 2005, seeViacom (1952–2005).

The second incarnation ofCBS Corporation(the first being a short-lived rename of theWestinghouse Electric Corporation) was an Americanmultinationalmedia company with interests primarily incommercial broadcasting,publishing,andtelevisionproduction.It was formed on December 31, 2005, as the legal successor of theoriginal Viacom,following thespin-offof thesecond incarnation of Viacom;both CBS Corporation and the second Viacom were controlled byNational Amusements,a theater company owned by billionaireSumner Redstone.[3]

CBS Corporation
Company typePublic
  • NYSE:CBS.A (Class A)
  • NYSE:CBS (Class B non voting)
IndustryMass media
Predecessors
FoundedDecember 31, 2005;18 years ago(2005-12-31)
DefunctDecember 4, 2019;4 years ago(2019-12-04)
FateMerged with thesecond incarnation of Viacom
SuccessorViacomCBS(now known as Paramount Global)
Headquarters
Area served
Worldwide, with main operations in theUnited StatesandAustralia
Key people
ProductsMovie production,TV production,broadcasting,cable television,record label,publishing,Internet
RevenueIncreaseUS$14.514 billion (2018)
DecreaseUS$ 2.768 billion (2018)
DecreaseUS$ 1.960 billion (2018)
Total assetsDecreaseUS$ 21.86 billion (2018)
Total equityDecreaseUS$ 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
TV Guide(digital assets)
The CW(50%)
Pop TV
Websitewww.cbscorporation.com(archived Dec 4, 2019)
Footnotes / references
[note 1][2]

CBS Corporation comprised the over-the-air television (CBSandThe CW) broadcasting,television productionanddistribution,publishing,pay-cable,andrecordingassets that were previously owned by the first Viacom. It was the world's eighth largest entertainment company in terms of revenue and headquartered at theCBS BuildinginMidtown Manhattan,New York City.[4]

CBS Corporation announced on August 13, 2019, that it wouldmerge with Viacom for the second timeto form ViacomCBS (now known asParamount Global).[5]The merger was completed on December 4.[6][7]

History

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The evolution of Paramount
1886Westinghouse Electric Corporationis founded as Westinghouse Electric & Manufacturing Company
1912Famous Players Film Companyis founded
1913Lasky Feature Play Company is founded
1914Paramount Picturesis founded
1916Famous Players and Lasky merge asFamous Players–Laskyand acquire Paramount
1927Famous Players–Lasky renamed to Paramount Famous Lasky Corporation;CBSis founded with investment fromColumbia Records
1929Paramount acquires 49% of CBS
1930Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation
1932Paramount sells back its shares of CBS
1934Gulf+Westernis founded as the Michigan Bumper Corporation
1935Paramount Publix Corporation renamed to Paramount Pictures
1936National Amusementsis founded as Northeast Theater Corporation
1938CBS acquires Columbia Records
1950Desiluis 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 itParamount Television(nowCBS Studios)
1968CBS Films renamed to CBS Enterprises
1970CBS Enterprises renamed toViacom
1971Viacom is spun off from CBS
1987National Amusements acquires Viacom
1988CBS sells Columbia Records toSony
1989Gulf+Western renamed toParamount Communications
1994Viacom acquires Paramount Communications
1995Westinghouse acquires CBS
1997Westinghouse renamed to CBS Corporation
2000Viacom acquiresUPNand CBS Corporation
2005Viacom splitsinto secondCBS CorporationandViacom
2006CBS Corporation shuts down UPN and replaces it withThe CW
2017CBS Corporation sellsCBS Radioto Entercom (nowAudacy)
2019CBS Corporation and Viacomre-mergeas ViacomCBS
2022ViacomCBS renamed toParamount Global
2024Skydance Mediaand Paramount Globalagree to merge

Early history

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Thefirst incarnation of Viacomwas created in 1952 as the televisionsyndicationdivision ofCBSand was spun off in 1971. However, in 1999, Viacom acquired its former parent, by this time also named CBS Corporation, formerlyWestinghouse Electric.The prior CBS Corporation also ownedCMTandThe Nashville Network(TNN), which remained Viacom properties after the 2005 split, but the prior CBS did not ownUPN,Showtime,Paramount Television,Paramount Parks,orSimon & Schuster.

In March 2005, Viacom contemplated splitting the company into two publicly traded companies, amid issues of the stock price stagnating and clashing corporate cultures between the cable and broadcast divisions, which came to a head with theSuper Bowl XXXVIII halftime show controversya year previous with theMTV-produced show causing controversy for game broadcasterCBS.

On June 14, 2005, the Viacom board of directors approved the split of the company into two firms.[8]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 networkCBS,UPN,Infinity Broadcasting Corporation,Viacom Outdoor,Showtime Networks,andParamount Television.

The split was structured such thatthe second Viacomwas spun off from the first Viacom, which was renamed CBS Corporation. In a sense, this was a repeat of the 1971 spin-off. 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 theNew York Stock Exchange(NYSE) 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 Parksbecame a wholly-owned theme park unit of CBS Corporation.[9]

Subsequent developments

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In January 2006, CBS andDIC Entertainmentsigned 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".[10]

On January 24, 2006, CBS Corporation andWarner 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 ofAmerica's Next Top Model.The network is the result of a merger ofThe WB(a Warner Bros. holding) and UPN (a CBS Corporation holding). CBS Corporation andTime Warnereach owned 50% of the network.Tribune Broadcasting(which previously owned a 25% stake on The WB) andCBS Television Stationscontributed its stations as new network affiliates.

On May 23, 2006, CBS Corporation sold Paramount Parks to theCedar Fair Entertainment Company.With this acquisition, Cedar Fair became the third-largest theme park operator.[11]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.[12]

On February 7, 2007, CBS sold seven smaller-market stations inProvidence, Rhode Island,Austin, Texas,Salt Lake CityandWest Palm Beach, FloridatoCerberus Capital Managementfor US$185 million.[13]It sold another station,WFRV-TVinGreen Bay, Wisconsin,and its satellite station,WJMN-TVinEscanaba,Michigan,toLiberty Mediaon February 13, 2007.[14]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 worldSecond Lifeto promote its showTwo and a Half Men.Another project that Electric Sheep was working on for CBS was aStar Trek-themed area in Second Life. By investing in Electric Sheep, CBS hoped to expand its activity "beyond the living room".[15]On March 20, CBS/CSTV had acquiredMaxPreps,an online high school sports network.[16]On April 12, CBS Corporation created the CBS Interactive Audience Network.[17]On May 30, 2007,CBS InteractiveboughtLast.fmfor £140 million.[18]

On May 15, 2008, CBS Interactive agreed to buyCNET Networksfor $1.8 billion, with the deal due to close in the third quarter of 2008.[19]On July 2 CBS acquired CNET and put it underCBS Interactive.[20]

On February 14, 2013, CBS acquired a minority stake inAXS TVin exchange for programming and marketing.[21]On March 26, CBS and Lionsgate entered a 50/50 joint venture to operate theTV Guide Network(TVGN) and TVGuide.com.[22][23]On May 31, CBS bought the remaining half of TV Guide Digital fromLionsgate.[24]The latter still retained its share of TVGN (later rebranded as Pop) until it was acquired by CBS on March 12, 2019.[25]On July 16, CBS agreed to sell CBS Outdoor International to Platinum Equity for about $225 million.[26]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 asOutfront Media.

On November 17, 2017, CBS Corporation soldCBS RadiotoEntercom,making that company the second-largest owner of radio stations in the United States.[27][28] In the same year, CBS purchased Australian broadcasterNetwork 10.The network was previously in voluntaryadministration.[29]

As of November 2018, CBS Corporation ranked 197th on theFortune500list of the largest United States corporations by revenue.[30]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.[31]

Re-merger deal with Viacom

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Further information:2019 merger of CBS and Viacom

On September 29, 2016,National Amusementssent a letter to the company and Viacom, encouraging the two companies to merge back into one company.[32]On December 12, the deal was called off.[33]

On January 12, 2018,CNBCreported that Viacom had re-entered talks to merge back into CBS Corporation, afterAT&T's purchase of Time Warner was planned andDisney's plan toacquirebulk of21st Century Foxassets and the heavy competition from companies such asNetflixandAmazon.[34]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 forCBS Films).[35][36]A re-merger could benefit CBS's streaming serviceCBS All Access,as it could potentially have access to content from core Viacom brands such asComedy Central,MTV,andNickelodeon,as well as theParamount Pictureslibrary. Viacom's international presence could also benefit distribution.[37]

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 thatBob Bakishbe maintained as president and COO under Moonves. It was reported these conflicts had resulted fromShari Redstoneseeking more control over CBS and its leadership.[38][39]

Eventually, on May 14, 2018, CBS Corporation sued National Amusements and accused Shari Redstone of abusing her voting power andforcing a merger that was not supported by it or Viacom.[40][41]CBS also accused Redstone of discouragingVerizon Communicationsfrom acquiring it, which could have been beneficial to its shareholders.[42]

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favored more content forCBS All Access(now Paramount+), he believed that there were better deals for CBS than the Viacom deal, such asMetro-Goldwyn-Mayer(MGM), Lionsgate orSony Pictures.Moonves also considered Bakish a threat as he never wanted an ally of Shari Redstone as a board member of the combined company.[43]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 with former CEO Moonves, donating $20 million to groups supporting the#MeToo movementas result of his resign.[44][45][46]

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 acquiringStarzfrom Lionsgate.[47]Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[48][49]As part of the re-merger deal, CBS acquired Viacom for up to $15.4 billion.[50]

On August 13, 2019, CBS and Viacom agreed to merge into a new entity known as ViacomCBS (nowParamount Global), 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.[5][51]On October 29, 2019,National Amusementsapproved the re-merger deal, to be completed by early December 2019, with the recombined company trading onNasdaqunder the symbol "VIAC" and "VIACA" after CBS delist its shares on the NYSE.[52]On December 4, the deal was completed, with the merger structured such that CBS Corporation absorbed Viacom and changed its name to ViacomCBS.[7][53]

Corporate governance

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Theboard of directorsof CBS Corporation included:[54]

See also

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Notes

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  1. ^TheViacom-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 samecompany (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

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