Bakish has assembled a team of strong brand-focused executives that are also key players in potential restructuring and consolidation scenarios. That list includes Paramount Pictures chief Jim Gianopulos, MTV/VH1/Logo/CMT Group president Chris McCarthy, Comedy Central/Paramount Network/TV Land president Kent Alterman, Viacom Digital Studios president Kelly Day and Brian Robbins, who was tapped to lead the turnaout at Nickelodeon last October. Sources stressed that questions around potential combinations of overlapping Viacom and CBS production, content and distribution and operations are among the trickiest for the boards to sort out.
CBS has been a pioneer in the direct-to-consumer arena with its CBS All Access and Showtime subscription services, whose growth has significantly exceeded expectations over the past five years. It’s understood that the board’s hope is that CBS Interactive CEO Jim Lanzone will lead the charge to expand those subscription services with IP assets drawn from Viacom’s vault.
Reps for CBS, Viacom and National Amusements declined to comment.
It’s understood that CBS board members have emphasized that an acquisition premium for Viacom is already “baked in” to the stock price that has increased in recent months thanks in part to Wall Street expectations of a reunion with CBS. Longtime Viacom and CBS watcher Michael Nathanson of MoffettNathanson Research on Friday predicted that the final deal will fall into a stock exchange ratio of 0.59 to 0.68 shares of CBS stock for every Viacom share. That would value Viacom shares at $32 to $37 range. The stock closed Friday at $30.49.
Viacom’s board at present stands at nine members while CBS has 11, although controlling shareholder Shari Redstone is a member of both boards in her role as vice chairman and president of CBS and Viacom holding entity National Amusements Inc. Members of the CBS and Viacom board of directors are also grappling with the question of the post-merger board composition. It’s expected that the initial post-merger board lineup may include a seat or two more from the CBS camp given that CBS is the acquiring entity.
Sources cautioned that the discussions remain extremely fluid and none of the scenarios under discussion are set in stone. Sources also said a big complication is the fact that some of the decisions about who does what are inter-connected and thus it’s hard to sort out a final plan until they know the decisions of the key executives whose roles are in play. And sources stressed that as of Friday, no formal offers have been made on management issues.
Wade Davis, Viacom’s executive VP and chief financial officer, has essentially functioned in the role of Viacom’s COO since Bakish was promoted to CEO in December 2016. He was promoted to CFO in 2012. But as the management picture begins to take shape without a clear COO role there is growing speculation Davis will exit, by his own choice, after the merger is complete. Davis has been with Viacom since 2005.
Both companies are set to report quarterly earnings on Aug. Multiple sources close to the situation said the timetable for a deal coming together remains uncertain, although discussions have accelerated in recent days. 8 but sources stressed that the earnings date is not seen as a deadline for reaching a deal.
(Pictured: Viacom's Wade Davis, CBS' David Nevins and Joe Ianniello)” />
Viacom CEO Bob Bakish has a lock on the CEO slot for the combined entity. The question of who would fill the No. But multiple sources familiar with the situation say it is unlikely that the company will have a corporate-level chief operating officer post as has been the tradition at both CBS and Viacom. 2 role as the merger brings together a clutch of strong division heads has emerged as politically touchy, at least in the short term.
and CEO of Showtime Networks, is seen as continuing to run Showtime and play a big part in expanding the enlarged company’s suite of direct-to-consumer offerings. He also oversees programming, marketing and research for the CBS broadcast network and CBS Television Studios, and he has oversight of CBS’ 50% interest in the CW joint venture with Warner Bros. Nevins was given an expanded remit as chief content officer in September, when CBS management was shaken up by the ouster of chairman-CEO Leslie Moonves. David Nevins, chief content officer for CBS Corp.
As merger talks between CBS and Viacom board members intensify, scenarios under consideration for the post-deal management are coming into focus.
It’s unclear whether the CBS veteran is inclined to take a job that would report to Bakish. Ianniello’s business acumen and familiarity with pressing issues facing CBS — such as a new round of MVPD carriage renegotiation deals and a pending megabucks NFL renewal  — would be extremely valuable as post-merger company looks to stay on its growth track in vital CBS profit centers. Joe Ianniello, CBS president and acting CEO, is said to be in line to for an offer to continue in a new post overseeing most of the existing CBS Corp. assets. But multiple sources said that the CBS and Viacom boards have come to the conclusion that they want to find a way to keep Ianniello on board after the merger is done.
The boards are expected to get down to the nitty-gritty of the economic terms of CBS’ all-stock offer for Viacom once the management side has been hammered out, as CNBC first reported. The level of focus on sorting out the management hierarchy in prior to the formal agreement to a merger deal is indicative of the CBS board’s concern about setting up the CBS assets to perform well in the short term.

"Audio is hot, and we are the No. based on consumer reach," iHeartMedia touted in the filing. 1 audio media company in the U.S.
In an S-1 filing with the SEC Wednesday, iHeartMedia said, "We intend to use the net proceeds from this offering to repay indebtedness." The company set a placeholder amount of $100 million as the amount to be raised (used to calculate the registration fee), which is not indicative of the size of the offering.
As it nears the exit of a year-long bankruptcy reorganization, iHeartMedia filed paperwork laying the groundwork for an initial public offering — to raise money to pay off its debts.
Among the risk factors cited in its IPO prospectus, iHeartMedia said there could be "substantial market overhang from securities issued in the Reorganization and freely tradeable as of the date of this offering." The company's stock remains available to trade on an over-the-counter basis.
The company owns 848 radio stations in 160 markets and the iHeartRadio music and podcast streaming service, which has 128 million registered users. It also produces over 20,000 local live events per year and eight major national tentpole events, including the iHeartRadio Music Festival and iHeartRadio Music Awards, and claims to be the largest commercial podcast publisher.
Formerly known as Clear Channel, iHeartMedia filed for Chapter 11 bankruptcy in March 2018 after amassing more than $20 billion in debt following a leveraged buyout a decade earlier.
The company enlisted Goldman Sachs and Morgan Stanley as underwriters for its potential IPO.” />
Its $976 million of adjusted EBITDA (earnings before interest, taxes, depreciation and amortizaiton), represents a 27% margin. That, iHeartMedia claimed, is the highest adjusted EBITDA margin of any major advertising-supported audio media company, iHeartMedia claimed. For full-year 2018, iHeartMedia generated $3.6 billion in revenue — essentially flat from the year prior — and a net loss of $38 million on a pro-forma basis (backing out Clear Channel Outdoor).
The radio broadcasting giant and podcast leader may decide to pursue an IPO, or execute a direct listing (as Spotify did in its unconventional IPO last year).
This January, a U.S. Also in January, the company said chairman and CEO Bob Pittman and Rich Bressler, president, COO and CFO, have extended their contracts by four years. court approved iHeartMedia's bankruptcy plan, which will cut its debt from $16.1 billion to $5.75 billion. The plan calls for iHeartMedia and billboard operator Clear Channel Outdoor to be separated, creating two independent public companies. The execs will remain in their respective roles following the completion of restructuring process.