|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/20 ViacomCBS Inc. 8-K:8,9 3/27/20 15:516K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-1.1 Underwriting Agreement HTML 141K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 53K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 53K 5: EX-5.1 Opinion of Counsel re: Legality HTML 20K 13: R1 Document and Entity Information HTML 52K 15: XML IDEA XML File -- Filing Summary XML 13K 14: XML XBRL Instance -- d901923d8k_htm XML 18K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.DEF XBRL Definitions -- viaca-20200327_def XML 41K 8: EX-101.LAB XBRL Labels -- viaca-20200327_lab XML 66K 9: EX-101.PRE XBRL Presentations -- viaca-20200327_pre XML 42K 6: EX-101.SCH XBRL Schema -- viaca-20200327 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K 12: ZIP XBRL Zipped Folder -- 0001193125-20-094619-xbrl Zip 61K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 27, 2020
i VIACOMCBS INC.
(Exact name of registrant as specified in its charter)
i Delaware |
i 04-2949533 | |||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
i 1515 Broadway i New York, i New York |
i 10036 | |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: ( i 212) i 258-6000
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| i ❑ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ❑ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ❑ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ❑ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
i Class A Common Stock, $0.001 par value |
i VIACA |
i The Nasdaq Stock Market LLC | ||
i Class B Common Stock, $0.001 par value |
i VIAC |
i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ❑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ❑
| Item 8.01 | Other Events. |
On March 27, 2020, ViacomCBS Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell $1,250,000,000 aggregate principal amount of its 4.750% Senior Notes due 2025 (the “2025 Notes”) and $1,250,000,000 aggregate principal amount of its 4.950% Senior Notes due 2031 (the “2031 Notes” and, together with the 2025 Notes, the “Notes”).
The Notes were issued and sold on April 1, 2020 pursuant to the Company’s automatic shelf registration statement on Form S-3 dated March 27, 2020 (No. 333-237426) filed with the Securities and Exchange Commission (the “Registration Statement”). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain documents related to the issuance of the Notes, each of which by this filing is hereby incorporated by reference into the Registration Statement.
The Notes are governed by the Indenture, dated as of March 27, 2020, between the Company and Deutsche Bank Trust Company Americas, as trustee.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1. The Form of 2025 Note and Form of 2031 Note are filed herewith as Exhibits 4.1 and 4.2, respectively. The legal opinion relating to the validity of the Notes is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Description of Exhibit | |||
| 1.1 |
||||
| 4.1 |
||||
| 4.2 |
||||
| 5.1 |
Opinion of Shearman & Sterling LLP regarding the validity of the Notes. | |||
| 23.1 |
Consent of Shearman & Sterling LLP (included in Exhibit 5.1). | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIACOMCBS INC. | ||||||
| (Registrant) | ||||||
| By: |
||||||
| Name: |
||||||
| Title: |
Executive Vice President, | |||||
Date April 1, 2020
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/1/20 | 4 | ||
| For Period end: | 3/27/20 | 424B5, 8-K, FWP, S-3ASR | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/20 Paramount Global 10-Q 6/30/20 96:12M |