CBS Corporation

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CBS Corporation
Public
Traded asNYSECBS.A (Class A)
NYSECBS (Class B non voting)
S&P 500 component (CBS)
IndustryMass media
FatePending merger with Viacom
Predecessors
SuccessorViacomCBS
FoundedJanuary 1, 2006; 13 years ago (2006-01-01)
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
CBS Films
Westinghouse Licensing
Showtime Networks
Simon & Schuster
Digital assets of TV Guide
The CW (50%)
Pop TV
Full list of assets here
Websitewww.cbscorporation.com
Footnotes / references
[note 1][2][3]

CBS Corporation is an American multinational media conglomerate with interests primarily in commercial broadcasting, publishing, and television production which was formed as the legal successor to the original Viacom on January 1, 2006. It is one of two companies which succeeded the original Viacom, alongside the present-day Viacom; both are 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 old Viacom, with the new Viacom being an entirely new company.[4]

CBS Corporation comprises the over-the-air television (CBS and The CW) broadcasting, television production and distribution, publishing, pay-cable, basic cable, and recording assets that were previously owned by old Viacom. It is currently the world's eighth largest entertainment company in terms of revenue, and is headquartered at the CBS Building in Midtown Manhattan, New York City.[5]

A second merger between CBS Corporation and Viacom, creating the combined company ViacomCBS, was announced on August 13, 2019; the merger is expected to be completed by late 2019.[6]

Background[edit]

The original 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 (now Paramount Network), which remained Viacom properties after the 2005 split, but the prior CBS did not own UPN, Showtime, Paramount Television, Paramount Parks, or Simon and Schuster.

History[edit]

In March 2005, Viacom announced plans of looking into 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 CBS, UPN, Infinity Broadcasting, Viacom Outdoor, Showtime Networks, and Paramount's television studio.

The split was structured such that the new Viacom was spun off from the old 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 TV assets, including its various syndication companies.

With the split, the two new companies began trading on the 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 Parks became a wholly owned theme park unit of CBS Corporation.[8]

Announced 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. announced that they were to create 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 will contribute its stations as new network affiliates.

Three days after the announcement of The CW, on January 27, CBS announced that it was selling its Paramount Parks division. 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 announced that it has 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 announced it was selling 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, CBS announced that it will invest 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 announced the creation of the CBS Interactive Audience Network.[16] On May 30, CBS Interactive bought Last.fm for £140 million.[17]

On May 15, 2008, CBS Interactive announced that it had agreed to buy CNET Networks for $1.8 billion, with the deal due to close in the third quarter of 2008.[18] During its July 2 noon newscast, KYW-TV, a CBS owned-and-operated station in Philadelphia, announced that its parent acquired CNET and was putting 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 February 2, 2017, CBS Corporation announces the sale of CBS Radio to Entercom, making that company the second-largest owner of radio stations in the United States.[26] The sale of CBS Radio to Entercom was approved on November 9,[27] and CBS Corporation completed the sale on November 17.[28] On August 28, CBS Corporation announced the purchase of Australian broadcaster Network Ten. The network was previously in voluntary administration.[29]

As of November 2018, CBS Corporation ranked 197th on the Fortune 500 list 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[edit]

In September 29, 2016, National Amusements sent 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, 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 the Disney's plan to acquire most of 21st Century Fox assets and the heavy competition from companies such as Netflix and Amazon.[34] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate (which currently handles U.S distribution and global sales for CBS Films).[35][36] 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, and the Paramount Pictures library. 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 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.[38][39]

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.[40][41] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[42]

On May 23, 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.[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.[44]

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.[45]

On August 13, 2019, it was officially announced that CBS and Viacom would merge into a new entity known as ViacomCBS. Viacom CEO Bob Bakish will serve as president and CEO of the new company with Ianniello will become as chairman and CEO of CBS where he will oversee the CBS-branded assets. Shari Redstone will also serve as chairwoman of ViacomCBS.[46][47]

Corporate governance[edit]

The board of directors of CBS Corporation include:[48]

Assets[edit]

Philanthropy[edit]

In September 2018, CBS announced that it, together with former CEO Moonves, would be donating $20 million to #MeToo.[49][50]

See also[edit]

Notes[edit]

  1. ^ The Viacom-CBS split was structured in such a way that the existing company (Viacom) changed its name to CBS Corporation, while the new Viacom is actually a newly founded spin-off company. For this reason, the newly rechristened CBS Corporation is 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[edit]

  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. ^ Miglani, Jitender (October 19, 2016). "How CBS Makes Money? - Revenues & Profits". Retrieved December 30, 2016.
  3. ^ "US SEC: Form 10-K CBS Corporation". U.S. Securities and Exchange Commission. Retrieved February 25, 2018.
  4. ^ "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.
  5. ^ "Contact Info Archived November 29, 2009, at the Wayback Machine." CBS Corporation. Retrieved on November 3, 2009.
  6. ^ Lee, Edmund (August 13, 2019). "CBS and Viacom to Reunite in Victory for Shari Redstone". The New York Times. ISSN 0362-4331. Retrieved August 13, 2019.
  7. ^ Fabrikant, Geraldine (June 15, 2005). "viacom board agres to split of company". The New York Times. The New York Times Company. Retrieved July 28, 2014.
  8. ^ Fabrikant, Geraldine (July 22, 2006). "a surprise after the spli: viacom struggles as cbs holds its own". The New York Times. The New York Times Company. 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. ^ News, Bloomberg (May 23, 2006). "CBS to Sell Amusement Parks to Cedar Fair". The New York Times. The New York Times Company.
  11. ^ L.P., Cedar Fair,. "Cedar Fair, L.P. Completes Acquisition of the Paramount Parks". www.prnewswire.com.CS1 maint: extra punctuation (link)
  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. Cite uses deprecated parameter |deadurl= (help)
  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. ^ "FCC Approval Clears Final Regulatory Hurdle For Entercom/CBS Radio Merger - RadioInsight". RadioInsight. November 9, 2017. Retrieved November 9, 2017.
  28. ^ "Entercom Sets Friday Morning Close For CBS Radio Merger". Insideradio.com. Retrieved November 17, 2017.
  29. ^ "Ten Network to be purchased by US giant CBS". ABC News. Australian Broadcasting Corporation. August 28, 2017. Retrieved August 28, 2017.
  30. ^ "Fortune 500 Companies 2018: Who Made the List". Fortune. Retrieved November 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. Retrieved December 11, 2018.
  32. ^ "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved October 13, 2016.
  33. ^ "Shari Redstone withdraws CBS-Viacom merger proposal". Retrieved December 17, 2016.
  34. ^ Wang, Christine (January 12, 2018). "Viacom, CBS shares surge after report Shari Redstone pursuing merge of companies". CNBC. Retrieved January 12, 2018.
  35. ^ "Lionsgate Takes Over CBS Films' Distribution & Global Sales". Deadline Hollywood. Penske Business Media. November 13, 2014. Retrieved November 13, 2014.
  36. ^ "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline Hollywood. Retrieved January 19, 2018.
  37. ^ "How a Merged CBS-Viacom Could Try to Compete with Hollywood Giants". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019.
  38. ^ "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved April 11, 2018.
  39. ^ Littleton, Cynthia (April 11, 2018). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved April 11, 2018.
  40. ^ "CBS Sues Redstones' Firm in Escalation of Longstanding Fight". Bloomberg.com. May 14, 2018. Retrieved May 14, 2018.
  41. ^ Chmielewski, Dawn C. (May 14, 2018). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved May 14, 2018.
  42. ^ Chmielewski, Dawn C. (May 14, 2018). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved May 26, 2018.
  43. ^ Bond, Paul (May 23, 2018). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved May 26, 2018.
  44. ^ 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.
  45. ^ James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved June 2, 2019.
  46. ^ Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter. Retrieved August 15, 2019. Italic or bold markup not allowed in: |publisher= (help)
  47. ^ "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.
  48. ^ "About CBS Corporation". CBS Corporation. Retrieved July 30, 2018.
  49. ^ "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.
  50. ^ 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 will be deducted from any severance benefits that may be due Moonves following the investigation.

External links[edit]