false 0000813828 0000813828 2020-05-12 2020-05-12 0000813828 us-gaap:CommonClassAMember 2020-05-12 2020-05-12 0000813828 us-gaap:CommonClassBMember 2020-05-12 2020-05-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 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): May 12, 2020

 

VIACOMCBS Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

  

001-09553

  

04-2949533

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

1515 Broadway

New York, New York

  

10036

(Address of principal executive offices)

  

(Zip Code)

Registrant’s telephone number, including area code: (212) 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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

Class A Common Stock, $0.001 par value

  

VIACA

  

The Nasdaq Stock Market LLC

Class B Common Stock, $0.001 par value

  

VIAC

  

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  ☐

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 May 12, 2020, ViacomCBS Inc. issued a press release announcing the commencement of cash tender offers for up to $1,000,000,000 aggregate purchase price of certain of its or its subsidiaries’ outstanding senior notes and debentures. A copy of the press release is filed herewith as Exhibit 99 and is incorporated by reference herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits. The following exhibit is filed as part of this Report on Form 8-K:

Exhibit
No.

   

Description of Exhibit

         
 

99

   

Press release of ViacomCBS Inc. dated May 12, 2020, announcing the cash tender offers.

         
 

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.

     

By:

 

/s/ Christa A. D’Alimonte

Name:

 

Christa A. D’Alimonte

Title:

 

Executive Vice President,

 

General Counsel and Secretary

Date: May 12, 2020