UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 23, 2020, ViacomCBS Inc. (“ViacomCBS”) entered into an amended and restated credit agreement (the “Amendment and Restatement”) among ViacomCBS, the subsidiaries of ViacomCBS designated as borrowers from time to time thereunder, the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents, which amends and restates ViacomCBS’ amended and restated credit agreement, dated as of February 11, 2019, as amended from time to time prior to the date of the Amendment and Restatement (the “Credit Agreement”).
Contemporaneously upon its entry into the Amendment and Restatement, ViacomCBS terminated, effective January 23, 2020, its existing $2,500,000,000 amended and restated credit agreement (the “CBS Credit Agreement”), dated as of June 9, 2016, among CBS Corporation (now known as ViacomCBS Inc.), CBS Operations Inc., the subsidiary borrowers party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. No early termination penalties were incurred by ViacomCBS as a result of the termination of the CBS Credit Agreement.
The Amendment and Restatement contains provisions substantially similar to those in the Credit Agreement, including customary representations, warranties and covenants, which includes the maintenance of a maximum consolidated total leverage ratio, and modifications to certain provisions of the Credit Agreement to, among other things, (i) upsize the amount of the credit facility from $2,500,000,000 to $3,500,000,000 and (ii) extend the maturity date of the credit facility from February 11, 2024 to January 23, 2025, subject to two one-year extensions. ViacomCBS pays a commitment fee based on the average daily unused commitments under the Amendment and Restatement.
The foregoing description of the Amendment and Restatement does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment and Restatement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the CBS Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the summary of and the text of the CBS Credit Agreement, each of which was included as Item 1.01 and Exhibit 10.1, respectively, of ViacomCBS’ Current Report on Form 8-K filed on June 10, 2016, which is incorporated by reference into this Item 1.01.
Some of the financial institutions party to the Amendment and Restatement and their respective affiliates have performed, and/or may in the future perform, various commercial banking, investment banking, corporate trust and other financial advisory services in the ordinary course of business for ViacomCBS and its subsidiaries for which they have received, and/or will receive, customary fees and commissions.
| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 1.02.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit Number
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Description of Exhibit |
| 10.1 | Amended and Restated Credit Agreement, dated as of January 23, 2020, by and among ViacomCBS Inc., the subsidiary borrowers party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as syndication agents, and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley MUFG Loan Partners, LLC, as documentation agents. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: January 23, 2020
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