No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. Shares of ViacomCBS rose nearly 5% at 2:15 p.m. Comcast and ViacomCBS held at least one high-level talk in June about the possibility of joining Comcasts Peacock service, which is part of its NBCUniversal unit, and Viacom CBS' Paramount+. The owner-occupied ViacomCBS said it will now lease back property on a short-term basis with the transaction set to close before the end of 2021. "We're continuing to leverage our global footprint and long-standing relationships to expand Paramount+ into new markets with enormous potential quickly and economically," said Tom Ryan, President and CEO, Streaming. By March 22, ViacomCBS shares had surged more than 165% in 2021, closing above $100 per share. ViacomCBS disputed the findings, saying in a statement that the study was deeply flawed and misleading and that it demonstrates a fundamental misunderstanding of U.S. tax law., It is filled with mischaracterizations, material omissions and numerous false claims, the company said in a statement. Additionally, businesses must also give notice tothe chief elected official of the unit or units of local government where the site of employment is located; the school district or districts where the site of employment is located; and eachlocality that providespolice, firefighting, emergency medical or ambulance services, or other emergency services, tothe locale where the site of employment is located. Unlike businesses that produce physical goods, media companies can take advantage of the intangible nature of their products. The answer is that you havent, he said. Investors who bought ViacomCBS at $85 saw those shares worth $48 just days later. I think this is unlikely to undergo any kind of a serious challenge, Sonny Allison, a partner at Perkins Coie, told Variety, when asked about the WarnerMedia-Discovery merger surviving regulatory review. The sudden upheaval was an example of what happens when a highly risky strategy meant to increase returns clashes with an apparent run of bad luck. WARNnoticesDO NOTneed to be submitted to DOL from businesses that employ less than 50 full-time employees. On November 11, 2020, Governor Andrew Cuomo signed into law Assembly Bill A10674a. In a three-hour event from the Paramount lot on Wednesday, ViacomCBS (VIACA) provided the first details for the company's nascent streaming plans for Paramount+, which launches March 4.. 25 W 51st St, New York, NY 10019. New York State Department of Labor The firm's Viacom share sale a similar size to Goldman's was sold two days later, on Sunday evening. That's the new name of ViacomCBS (VIACA), the company announced on Tuesday. Dismissed by critics and devoured by fans, Transformers: Age of Extinction was the top box office film in 2014, bringing in $1.1 billion, with more than three-quarters of those dollars coming from overseas. ViacomCBS is beginning its first round of layoffs since merging less than a week ago. "Our powerful content, marketing and distribution engines drove explosive growth as further proof of our ability to establish a sustainable, large scale streaming business with a differentiated global playbook.". Almost all of these plans involved one country: the Netherlands. It therefore may lower the UI charges associated with the layoff or closing. Comcast, the nations dominant cable company, is wrestling with how best leverage its combination of distribution and content to become a force in streaming. (collectively, the "WARN Acts"). "Effective February 16, we'll be bringing together our leading portfolio of premium entertainment properties under a . The study on ViacomCBSs tax structure has come out weeks after President Biden proposed a 15 percent minimum tax on overseas profits for U.S. companies, an effort designed to keep countries from competing with one another by lowering their tax rates. Until that issue is clarified by revised New York regulations, employers should, at a minimum, provide the content required under federal WARN for notices to local governmental entities, because the New York statute states generally that New York WARN notices must include the information required in a federal WARN notice. According to four people familiar with the matter, Mr. Hwang had recently built large holdings in a small number of stocks, including ViacomCBS and Discovery, which also operates the cable channels TLC and the Food Network, and the Chinese companies RLX Technology and GSX Techedu. Bruno LoGreco Master Life Coach & Mentor. The move comes as the New York-based media conglomerate is placing a huge bet on its streaming future with . Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on CBS or Viacoms consolidated financial condition, results of operations, credit rating or liquidity. CBS Early on March 26, just two days after the secondary, the Archegos-related block sales began. Twitter. Earlier in his career, he also worked his way up the Viacom sales . Paramount+ will continue to deliver the most diverse content offering in streaming across every genre at scale, including beloved franchise extensions and all-new buzzworthy originals spanning must-see movies, scripted dramas, unscripted reality TV, comedy, kids and family, sports, news, specials and events to super-serve the entire household. First published on September 15, 2020 / 11:15 AM. We've received your submission. Littler Investigation Toolkit for Employers, Littler Inclusion, Equity and Diversity Playbook, https://assembly.state.ny.us/leg/?default_fld=&leg_video=&bn=A10674&term=2019&Summary=Y&Actions=Y&Memo=Y&Text=Y. NY WARN also has a number of unique provisions regarding the content of notices, who must receive notices, the company official who must sign government notices, and the requirement of an original signature on one government notice. Shares of Morgan Stanley and Goldman Sachs are little changed over that same time period. This agreement follows the previously announced strategic review of non-core assets that we completed shortly after our merger, Naveen Chopra, executive VP and CFO at ViacomCBS, said in a statement. ADDITIONAL INFORMATION. New Yorkers are invited to share feedback by emailing [emailprotected]. It can shorten the time that employeesare on UI. New Yorkers are invited to share feedback by emailing. By Friday morning, when Archegos was unable to post additional margin, Morgan Stanley and Credit Suisse, two of Archegoss main lenders, had declared the fund to be in default, four people briefed on the matter said. Alphabet, Starbucks, Dell and other U.S. companies have also had units in the Netherlands. NEW YORK, Feb 15 (Reuters) - ViacomCBS Inc missed Wall Street profit forecasts on Tuesday as the company announced it will change its name to Paramount and unveiled a broad range of new. Since 2002, ViacomCBS and its predecessor companies, Viacom and CBS, together avoided paying $3.96 billion in U.S. corporate income tax through a system that involved subsidiaries in Barbados, the Bahamas, Luxembourg, the Netherlands and Britain, according to the report. Income that may be considered taxable in the United States may be deemed free from such levies in the Netherlands, for instance. On Monday, shares of ViacomCBS fell 6.7 percent to $45.01. The transaction was worth $1.8 billion, according to company records cited by the study, a sum it can amortize over many years. Important risk factors that may cause such a difference include, but are not limited to: (i) the pending merger may not be completed on anticipated terms and timing, (ii) a condition to closing of the pending merger may not be satisfied, (iii) the anticipated tax treatment of the pending merger may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the pending merger, (v) litigation relating to the pending merger against CBS, Viacom or their respective directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the pending merger, (vii) any negative effects of the announcement, pendency or consummation of the pending merger on the market price of CBS or Viacoms common stock and on CBS or Viacoms operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the pending merger, (ix) the risks and costs associated with the integration of, and the ability of CBS and Viacom to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the pending merger will harm CBS or Viacoms business, including current plans and operations, (xi) the ability of CBS or Viacom to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in CBS and Viacoms most recent annual reports on Form 10-K and quarterly reports on Form 10-Q, and (xiv) managements response to any of the aforementioned factors. ViacomCBS said in its statement that it had overseas locations for core, strategic business purposes, and not for any perceived tax benefits. The statement added that, in the Netherlands, the company has 300 employees and a production studio and generates $1 billion in annual revenue outside of licensing.. Lab. Since the shares were now trading in the opposite direction of Mr. Hwangs bets, the banks which typically hold the shares to offset the risk of the clients trade asked Archegos to post more collateral so they could minimize any potential losses. The merger of Viacom and CBS remains subject to customary closing conditions and is expected to close by early December. While the swaps provided anonymity to Archegos, the disclosure that big banks were loading up on shares was also a signal to the financial markets that a big client was probably behind the purchases, although Mr. Hwangs identity was unknown until last week. The next day, GSX Techedu, a tutoring company that has been a target of short sellers in recent years who claimed the firms sales numbers were overstated, fell 12.4 percent. 1N.Y. By Shawn Matthew Clark, Bruce Millman, Dan Thieme and Kerry Notestine on, General Data Protection Regulation (GDPR), Littler Restructuring Assessment Solution, Global Workplace Transformation Initiative. The company sought to capitalize on its elevated share price to sell $3 billion worth of stock into the market; the underwriters hawking the stock included Morgan Stanley and JPMorgan as lead bookrunners, along with Citigroup, Goldman Sachs, Mizuho and others serving in a more passive capacity. Those banks faced a tepid response from the market, pricing 20 million Class B shares at $85 each and another 10 million convertible preferred shares at $100 each on March 24. The company announced today that Paramount+ will make its debut in France as an exclusive bundle with CANAL+ Group, giving subscribers immediate access to Paramount+ through the country's largest provider. Those who had reportedly slower responses could be facing billions of dollars in losses. As a country, he said, wed be better off overall with the same rate everywhere., SpongeBob and Transformers Cost U.S. Taxpayers $4 Billion, Study Says, https://www.nytimes.com/2021/06/01/business/media/viacom-cbs-tax-scheme.html. A new report details ViacomCBSs use of a labyrinthine tax shelter to sell rights to its shows and films overseas. That can create incentives for them to arrange bigger trades. The stock declined on news of the placement, and that move was one of the main catalysts that led to increased calls for collateral from Archegos, according to sources close to the matter. Our team of highly accomplished corporate leaders will draw on their deep experience and expertise to help drive ViacomCBS success, said Bob Bakish, President and Chief Executive Officer, Viacom, who will serve as President and Chief Executive Officer of ViacomCBS upon close. If an unexpected event caused your business to close, please provide notice as soon as possible and provide as much information as possible to the Department of Labor when you file your notice about the circumstances of your closure so we can determine if an exception to the WARN Act applies to your situation. Current role: Lawenda heads digital video and branded content across all platforms, as well as social influencer sales and ad sales at Pluto TV. Sign up for free newsletters and get more CNBC delivered to your inbox. New York WARN: A Flawed Statute That Can and Should Be Fixed . Before the merger, Viacom and CBS, both controlled by the Redstone family, employed the same strategy of moving foreign intellectual property licensing rights to subsidiaries outside the United States when rates became more favorable, the report said. We want to hear from you. Archegos Capital Management, led by Bill Hwang, couldnt meet financial demands, creating turmoil on Wall Street and raising questions about the funds ties to lenders. These risks, as well as other risks associated with the pending merger, are more fully discussed in the joint consent solicitation statement / prospectus included in the Registration Statement. That conversation, which involved Comcast CEO Brian Roberts, ViacomCBS Chairwoman Shari Redstone and CEO Bob Bakish, led to a broader discussion of whether there were other strategic possibilities, from a Hulu-styled streaming joint venture to a more comprehensive tie-up, sources tell Forbes. Following a 23% decline by ViacomCBS amid the secondary offering, Goldman Sachs, Morgan Stanley and a slew of other banks across Wall Street, triggered a margin call on Archegos. All Rights Reserved. RLX securities listed in the United States, called American depositary receipts, tumbled 48 percent. Anyone can read what you share. "In just one year, Paramount+ has outperformed all expectations," said Naveen Chopra, Executive Vice President, Chief Financial Officer. As we look forward, the size of the opportunity we see is matched only by our ambition to seize it.". He also said the company. This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Anyone can read what you share. The companies then used the subsidiaries as a springboard to sublicense those rights to other markets. Driven by iconic consumer brands,. By Monday, investment banks around the world were scrambling to calculate the damage. Cautionary Notes on Forward-Looking Statements. On November 11, 2020, Governor Cuomo signed an amendment (the "Amendment") to the New York State Worker Adjustment and Retraining Notification Act ("NY-WARN Act"). For example, an employer in the Village of Manhasset would have to provide notice to the Village of Manhasset, the Town of North Hempstead, the County of Nassau, the Manhasset-Lakeville Fire Department, as well as the Manhasset School District. The move created significant pressure on the B shares of ViacomCBS, which plummeted 27% on Friday and another 7% the following Monday. Separately on Tuesday, CBS let go of at least a half-dozen staffers under its Entertainment Tonight umbrella as it merged the celebrity news shows Web site and livestreaming network, known as ET Live. But in 2012, he faced an insider-trading investigation; securities regulators said Tiger Asia had used confidential information to bet against the shares of Chinese stocks, and had manipulated other shares. Markets will be sniffing for signs of stress elsewhere over the next few days, said Christopher Smart, chief global strategist and head of the Barings Investment Institute. Notice by employers to the Department of Labor can alsobe mailed to: New York State Department of Labor - WARN Unit Industrial Light & Magic/Paramount Pictures. The Centre for Research on Multinational Corporations said it had focused on ViacomCBS because the company had set up a number of Dutch subsidiaries, known as letterbox companies, to take in large amounts of television revenue. (NEW YORK, NY) ViacomCBS today unveiled "Paramount+" as the brand name for the company's upcoming global streaming service, building on a legacy of innovation and superior storytelling that distinguishes one of the most iconic brands in Hollywood. The new original series announced today join the service's previously announced plans for KAMP KORAL, a new original children's series from Nickelodeon's SPONGEBOB SQUAREPANTS, and the service's role as the exclusive SVOD home to THE SPONGEBOB MOVIE: SPONGE ON THE RUN in early 2021. Scope of Report . The company delivered more than 56 million total global streaming subscribers and 84% revenue growth in the direct-to-consumer segment in 2021. Moving licensing rights to SpongeBob from one country to another is just a matter of paperwork. "We see a huge global opportunity in streaming, a much larger potential market than can be captured by linear TV and film alone," continued Bakish. The first batch was through Goldman Sachs, which offered discounted shares in Baidu, Tencent Music and Vipshop, people familiar with the trades said. 2020 / 11:15 AM / CBS New York (NEW YORK, NY) - ViacomCBS today unveiled "Paramount+" as the brand name for the company's upcoming global . NEW PARAMOUNT+ AND SHOWTIME INTEGRATED OFFERING. As a result of its streaming momentum and incremental investments, the company is raising its global streaming subscriber goal from 65-75 million global streaming subscribers to more than 100 million subscribers by year-end 2024. Morgan Stanley and Goldman Sachs, two of the firms at the center of the Archegos Capital Management unwinding, played a variety of roles before, during and after the margin call. The Registration Statement was declared effective by the SEC on October 25, 2019. Because we're broader in four key areas: our diverse content, streaming model, mix of platforms and global reach. The deal, which was announced. The huge sell-off of stocks linked to Archegos Capital Management also raised questions about how and why some of the biggest Wall Street banks were willing to do business with someone who, less than a decade ago, was fined and penalized by securities regulators. The best of the big screen keeps coming to Paramount+. By Kate Kelly,Matt Phillips,Andrew Ross Sorkin and Alexandra Stevenson. In other words, for every dollar Viacom collected overseas for a blockbuster like Transformers (after converting from reals, lira or renminbi), less than a penny was likely subject to corporate income tax, according to the study. According to the bills legislative sponsors, the purpose of this change is to advise these local government recipients of the potential loss of tax revenue and the possibility that health and safety dangers may exist on abandoned properties.3. It covers: Closings affecting 25 or more employees Mass layoffs involving 25 or more full-time employees (if the 25 or more employees make up at least 33% of all the employees at the site) Mass layoffs involving 250 or more full-time employees The amendment does not specify the content of these new notices. To ensure the most secure and best overall experience on our website, we recommend the latest versions of. The public comment period on the proposed regulations is now open until May 30, 2023. Paramount+ has exceeded the company's goals since its launch, and ahead of schedule, as the key driver of ViacomCBS' overall streaming growth. The sole purpose of transferring the licensing rights to the Netherlands company was to avoid the U.S. tax burden, the suit added. The service is also the exclusive domestic home to STAR TREK: DISCOVERY, STAR TREK: PICARD, the animated series STAR TREK: LOWER DECKS and the upcomingU.S.S. If you purchased Viacom securities, and/or would like to discuss your legal rights and options please visit ViacomCBS Inc Shareholder Class Action Lawsuit or contact Joe Seidman toll free at. ViacomCBSs tax arrangements, which appear to be legal, take advantage of disparate tax codes across nations, the study said. Banks Face Billions in Losses as a Bet on ViacomCBS and Other Stocks Goes Awry, https://www.nytimes.com/2021/03/29/business/archegos-hwang-viacomcbs-discovery.html. The transfer essentially a sale from one Viacom subsidiary to another created a tax benefit, the study said. A new report from a Dutch nonprofit examines ViacomCBSs strategy of licensing the international rights to Transformers: Age of Extinction and other films. 2023 CBS Broadcasting Inc. All Rights Reserved. The purpose of this Part is to set forth regulations implementing the New York State Worker Adjustment and Retraining Notification (WARN) Act (Chapter 475 of the laws of 2008), hereinafter "Act," and amendments thereto, as set forth in et seq. ViacomCBS is rebranding to become Paramount Global, effective February 16, the latest giant pivot in a rapidly transforming media and entertainment landscape. Last Monday, shares of RLX Technology, an e-cigarette company, tumbled sharply after Chinese regulators presented potential new regulations on the industry. This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. That represented a 44% discount to the secondary sale just two days prior. ViacomCBS and its predecessor companies created several subsidiaries in the Netherlands to hold the foreign licensing rights to TV programs and films, content largely created in the United States. ViacomCBS had revenue of $25.3 billion in 2020. Hiring Salary Range: $85,600.00 - 107,000.00. Internationally, global phenomenons Acapulco Shore, Geordie Shore: Return of the OGs and Rio Shore have also been renewed. INVESTORS AND SECURITY HOLDERS OF CBS AND VIACOM ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH INCLUDES THE JOINT CONSENT SOLICITATION STATEMENT / PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER AND RELATED MATTERS. The suggested global rate is part of a larger plan to overhaul the tax code that would raise corporate income tax in the United States to 28 percent, from 21 percent. While certain bankers at Morgan Stanley and Goldman Sachs were pitching that deal to investors, some of their peers in the prime brokerage division were growing increasingly concerned about the risk profile of one of their clients, a family office called Archegos, which had large, leveraged exposure to ViacomCBS. The company is also raising its 2024 DTC revenue goal from $6 billion to $9 billion. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the pending merger or to make any filing or take other action required to consummate such transaction in a timely matter or at all. The New York State WARN Act requires private sector employers with 50 or more full time employees to issue a WARN Act notice 90 days before closings, mass layoffs, and other relocations and covered reductions in work hours. Investors and security holders may obtain free copies of the Registration Statement, which includes the joint consent solicitation statement / prospectus, and other documents filed with the SEC by CBS and Viacom through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of CBS (+1-212-975-4321 or +1-877-227-0787; investorrelations@CBS.com) or Viacom (+1-212-846-6700 or +1-800-516-4399; investor.relations@Viacom.com). Justin.Dini@viacom.com It isstronglyencouraged that employers submit their WARN notices byemailto[emailprotected]. Meanwhile, Morgan Stanley was busy offering blocks of its own that day, in names like Discovery, Shopify and Farfetch. (Photo: Business Wire), Marva Smalls will serve as Executive Vice President, Global Head of Inclusion, ViacomCBS. Global Business and Financial News, Stock Quotes, and Market Data and Analysis. Media companies are now driven by streaming, a relatively new enterprise that has been losing money as it tries to attract as many subscribers as possible all over the world. ViacomCBS, which is led by Shari Redstone, has sought to take advantage of ever-changing tax laws in other countries in a cat and mouse game, the study said. To set up the swaps, Mr. Hwangs bank lenders bought shares of ViacomCBS and Discovery, according to two people familiar with the matter, and gave his firm the financial exposure to the investments, ensuring that he would make money if the stocks rose and lose it if they fell. While the list of factors presented here and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. A Division of NBCUniversal. One of the key triggers that led to the unwinding of Archegos was a tepid market response for a multibillion-dollar ViacomCBS secondary offering last Wednesday. "On Paramount+, we have something for everyone," said Tanya Giles,Chief Programming Officer, Streaming. Though Nomura did not identify Archegos as the client at the center of the losses, the bank said its claim against the unnamed client was about $2 billion. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. The WARN Act applies to private businesses with 50 or more full-time employees in New York State. In addition, the average age of new subscribers in August was measurably younger than the service's overall average subscriber age, due in large part to the addition of UEFA and the newly added content from various ViacomCBS brands. Since the transformation ofCBS All Accessbegan in late July, the service has experienced significant growth and engagement. NEW YORK, Feb. 15, 2022 /PRNewswire/ -- ViacomCBS today announced that the global media company will become Paramount Global (referred to as "Paramount"), effective February 16, bringing together its leading portfolio of premium entertainment properties under a new parent company name. Most of the entities did not even have a single employee, Maarten Hietland, one of the studys authors, said in an interview. Jan 25, 2022 2:16 PM EST. Peacock, which is currently showing the Olympic games, is available only in the U.S., while Paramount+ is offered in the U.S. and Latin America and plans to launch in 25 markets around the world by the end of the year. Through television, film, digital media, live events, merchandise and solutions, its brands connect with diverse, young and young at heart audiences in more than 180 countries. March 29, 2021. tit. Those bets unraveled spectacularly in just a few days last week. Soon after, the newly combined firm put the 36-story black granite skyscraper, located at 51 W. 52nd St., up for sale. ET. For more information and a replay of the investor event, visit ir.viacomcbs.com/investorevent. Mr. Hwangs firm did so initially, a person familiar with the matter said, but then it couldnt, at which point his lenders became unnerved and began a fire sale of those stocks. Kelli.Raftery@cbs.com, Viacom and CBS Announce ViacomCBS Corporate Leadership, Internet Explorer presents a security risk. Viacom and CBS commenced mailing the definitive joint consent solicitation statement / prospectus to Viacom stockholders and CBS stockholders on or about October 28, 2019. Other banks that lent to Archegos, including Goldman Sachs and Morgan Stanley, were still figuring out their total exposure, although both banks were expected to see minimal losses. Randy Watts, chief investment officer for ONeil Global Advisors, a financial advisory firm, called the Archegos affair a short-term event.. Comcast and ViacomCBS declined to comment. We've received your submission. Still, the timing of the events is raising questions over who at the firms knew what and when, amid the demise of Archegos and the collateral damage in several stocks, including ViacomCBS. Signage on the ViacomCBS headquarters during a winter storm in New York, U.S., on Friday, Feb. 19, 2021. . These appointments, which will be effective upon closing, will align key functions and operations to support ViacomCBS divisions and lines of business as the combined company pursues its differentiated growth strategy. We thrive because of the hard work, talent and passion of our employees, and we're committed to making our company a place of inclusion where everyone can bring their whole self to work. 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