SEC Filings Reveal New Financial Details About CBS/Viacom Merger

CBS Television City

CBS Television City

Catching up now on the biggest Star Trek-related story of the past couple weeks: the recently-announced merger between CBS and Viacom, which could see the Star Trek IP reunited under one roof, after over a decade split.

In a piece from The Hollywood Reporter on Monday, we learned more financial details of the deal. According to the piece, the new ViacomCBS CEO Bob Bakish will get a significant pay rise, CBS CEO Joe Ianniello has had a contract extension, and there are steep financial penalties for both CBS and Viacom, should either pull out of the deal.

First up, Bakish’s compensation. He currently makes around $20 million dollars annually. Under the terms of the merger, that could rise by half, to around $31 million, which is made up from a salary of $3 million, annual equity grants of $16 million, and a $12 million bonus. He will also get a one-time grant of $5 million worth of stock. His new contract will extend for four years from when the deal closes, with one-year extensions thereafter.

Next up, the current acting CEO of CBS will retain his position in the new company. Joe Ianniello is already contracted to stay on at CBS through February 2020 or whenever the deal closes, whichever comes first, and then when the deal is finalized, the clock will start on a fixed, 15-month contract.

But what about those penalties for pulling out of the deal? Should the merger fail to go through, it depends who is at fault. If Viacom pulls out, it will have to pay CBS $373 million, and if CBS pulls out, it will have to pay $560 million to Viacom instead. The disparity in the figures is reflective of the imbalance in the deal; CBS is generally considered to be the acquiring entity in this merger. The Hollywood Reporter notes that in the similar deal between Disney and 21st Century Fox, Disney agreed to pay $2.5 billion if that merger was blocked.

The other interesting part of the filing, The Hollywood Reporter points out, is a clause allowing both companies to explore “expressions of interest by third parties in potential business combinations or other strategic alternatives.” In other words, if a better offer comes along, all bets are off.

As the Baroness Rodmilla de Ghent said, in Ever After, “Nothing is final until you’re dead, and even then, I’m sure God negotiates.”

This article was written for the podcast Daily Star Trek News.

Alison Pitt is the writer, producer, and host of Daily Star Trek News, on the Roddenberry Podcast Network. A veteran Star Trek podcaster, she started her career on the weekly show Priority One: A Roddenberry Star Trek Podcast in 2015. She has appeared on panels at Star Trek Las Vegas, WonderCon, and San Diego Comic Con.

Alison Pitt