Date: August 13th, 2019 4:31 PM
Law360 (August 13, 2019, 2:33 PM EDT) -- CBS and Viacom on Tuesday revealed plans to merge and create a single media and entertainment giant with more than $28 billion in combined revenue, in a deal steered by Paul Weiss, Cravath, Shearman & Sterling and Cleary Gottlieb.
The merger, rumored earlier in the week, stands to result in a single company that owns many major brands, including Showtime, Nickelodeon, Comedy Central and Paramount Pictures. The combined company will also feature a massive library of more than 143,600 television show episodes and films, according to a statement. Together, the companies say they’ll reach 4.3 billion television subscribers in more than 180 countries.
Bob Bakish, president and CEO of Viacom, will assume the role of CEO for the combined company.
“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 the press release. “Our unique ability to produce premium and popular content for global audiences at scale — for our own platforms and for our partners around the world — will enable us to maximize our business for today, while positioning us to lead for years to come.”
Under the transaction, each Viacom Class A voting share and Class B nonvoting share will be converted into 0.6 of a CBS Class A voting share and Class B nonvoting share. As a result of the deal, existing CBS shareholders will own about 61% of the merged entity, with existing Viacom shareholders owning the remaining 39%. The agreement has been approved by the boards of directors of both companies, and special committees for both CBS and Viacom are recommending that shareholders give the green light.
Joe Ianniello, president and acting CEO of CBS, will take on the title of chairman and CEO of CBS. In that role, he’ll be responsible for overseeing all CBS-branded assets.
In the press release, Ianniello said, “this merger brings an exciting 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,” he added.
The merged entity will have a board of directors featuring 13 members — six independent members from CBS and four independent members from Viacom, along with Bakish and two representatives from National Amusements Inc. One of those NAI representatives will be Shari Redstone, the daughter of former CBS and Viacom Executive Chairman Sumner Redstone, who will be appointed chair of the board of directors.
The agreement, which is subject to customary closing conditions including regulatory approvals, is expected to be clinched before the calendar turns to 2020.
Paul Weiss Rifkind Wharton & Garrison LLP is acting as legal counsel to the special committee of CBS’ board of directors, with Centerview Partners LLC and LaLazard Frères & Co. LLC serving as financial advisers.
The Paul Weiss team includes partners Robert B. Schumer, Ariel J. Deckelbaum and Michael Vogel, along with associate Andrew D. Krause.
Kirkland & Ellis LLP is representing Centerview Partners.
The Kirkland team was led by corporate partners Eric Schiele and James Hu and associate Brandon Remington.
Cravath Swaine & Moore LLP is acting as legal counsel to the special committee of Viacom’s board of directors, with LionTree Advisors LLC and Morgan Stanley & Co. LLC serving as financial advisers.
The Cravath team is led by M&A partners Faiza J. Saeed, Damien R. Zoubek and Keith Hallam.
Latham & Watkins LLP is advising LionTree and Morgan Stanley, with a team led by partner M. Adel Asiani-Far and including partner David Kurzweil and associate Lydia Lee.
Shearman & Sterling LLP is advising Viacom.
The Shearman & Sterling team was led by M&A partners Creighton Condon and Daniel Litowitz and included tax partners Nathan Tasso and Michael Shulman; compensation, governance and ERISA partner John Cannon; capital markets partners Stephen Giove, Lona Nallengara and Lisa Jacobs; project development and finance partner Denise Grant; and antitrust partner James Weber.
Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to NAI, with Evercore Partners serving as financial adviser.
The Cleary M&A team includes partners Christopher Austin and Paul Tiger and associates Max Wade, Kelsey MacElroy and Teddy Nimetz. Partner Meredith Kotler provided litigation advice. The tax team includes partner Meyer Fedida and counsel J.J. Gifford. The trust and estates team includes counsel Heide Ilgenfritz. The executive compensation team includes partner Arthur Kohn and counsel Mary Alcock. Counsel Andrea Basham is providing securities law advice.