CBS Corporation

Gulf and Western Industries

Paramount Communications

Warner-Amex Satellite Entertainment

Cable television

Radio

Publishing

Motion pictures

Games

Podcasts

Web portals

CBS International Media Networks

CBS Publishing

CBS Local Media

CBS Interactive

CBS Records

CBS Sports Network

CBS Television Distribution

CBS Television Studios

Westinghouse Licensing

Showtime Networks

Simon & Schuster

TV Guide Digital

The CW (50%)

Pop TV

Entercom (70%)

Viacom International

Viacom 18 (50%)

Rainbow S.r.l. (30%)

Bellator MMA

WhoSay

VidCon

AwesomenessTV

Paramount Pictures

Pluto TV

Paws, Inc.

**CBS Corporation** was an American multinational media conglomerate with interests primarily in commercial broadcasting, publishing, and television production which was formed as the legal successor to the first incarnation of Viacom on January 1, 2006.

CBS Corporation comprised 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 the first Viacom.

Prior to CEO and President Oliver Watson's tenure at CBS (who came from, and is still, the head of the Battersea Group and NA) before its merger with Viacom and the first incarnation of NA (to form the second incarnation of National Amusements), It was the world's eighth largest entertainment company in terms of revenue, and was headquartered at the CBS Building in Midtown Manhattan, New York City.

## 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 (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

### 2005 - 2006: Early history

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, 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.

On June 14, 2005, the Viacom board of directors approved the split of the company into two firms. 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, Viacom Outdoor, Showtime Networks, and Paramount's television studio.

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 TV 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.

### 2006 - 2018: Subsequent developments

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".

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 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. On June 30, 2006, Cedar Fair announced that it completed its acquisition of Paramount Parks from CBS Corporation, in a cash transaction valued at $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.

On February 7, 2007, CBS announced it was selling seven stations in Providence, Austin, Salt Lake City and West Palm Beach to Cerberus Capital Management for $185 million. It sold another station, WFRV-TV in Green Bay, and its satellite station, WJMN-TV in Escanaba, Michigan, to Liberty Media on February 13, 2007. News reports at the time estimated the deal at about $234 million. CBS swapped the stations and $170 million in cash for 7.59 million shares of CBS's common stock held by Liberty Media.

On February 26, 2007, CBS announced that it would invest in Electric Sheep, 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".

On March 20, CBS acquired MaxPreps, an online high school sports network. On April 12, CBS Corporation announced the creation of the CBS Interactive Audience Network. On May 30, 2007, CBS Interactive bought Last.fm for £140 million.

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. 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.

On February 14, 2013, CBS acquired a minority stake in AXS TV in exchange for programming and marketing. On March 26, CBS and Lionsgate entered a 50/50 joint venture to operate the TV Guide Network (TVGN) and TVGuide.com. On May 31, CBS bought the remaining half of TV Guide Digital from Lionsgate. The latter still retained its share of TVGN (later rebranded as Pop) until it was acquired by CBS on March 12, 2019. (CBS would later go on to acquire Lionsgate.)

On July 16, CBS agreed to sell CBS Outdoor International to Platinum Equity for about $225M. 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 announced the sale of CBS Radio to Entercom, making the company the second-largest owner of radio stations in the United States. The sale of CBS Radio to Entercom was approved on November 9, and CBS completed the sale on November 17. On August 28, CBS Corporation announced the purchase of Australian broadcaster Network 10. The network was previously in voluntary administration.

As of November 2018, CBS Corporation ranked 197th on the *Fortune* 500 list of the largest United States corporations by revenue.

### 2018 - 2020: departure of Les Moonves, arrival of Oliver Watson, company expansion and merger with 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, however on December 12, the deal was called off.

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.

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). 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.

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.

Eventually, on May 14, 2018, CBS Corporation sued National Amusements and accused Shari Redstone of abusing her voting power and forcing a hostile takeover. CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.

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. 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.

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. Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. As part of the re-merger deal, CBS announced to acquire Viacom for up to $15.4 billion.

In the summer of 2019, following a search by CBS, it was announced that Oliver Watson, the head of the Battersea Group, a British-American media and entertainment company, would be CBS's new president and CEO, surpassing Joseph Ianniello, who acted as the company's interim President and CEO. While Watson was on board with a CBS-Viacom merger, he announced that the deal would be temporarily called off for a unspecified amount of time, as CBS would look to grow its assets, in what he termed "condensed multi year phases".

The company's expansion under Watson began with Phase One, and the purchase of the Gizmodo Media websites from Univision, Phase Two consisted of acquiring Lionsgate, MGM, AMC and A&E Networks. Phase Three was the buyout of Sony Pictures, and Phase Four was the Viacom and merger. On December 4th, the merger officially closed and the company would adopt the National Amusements name, following that company's merger into CBS and Viacom.