Viacom Inc

From 8-K 12/4/2019:

This Current Report on Form 8-K is being filed in connection with the completion on December 4, 2019 of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 13, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019 (the “Merger Agreement”), by and between CBS Corporation, a Delaware corporation (“CBS”), and Viacom Inc., a Delaware corporation (“Viacom”), pursuant to which Viacom merged with and into CBS (the “Merger”), with CBS continuing as the surviving company. At the effective time of the Merger (the “Effective Time”), the combined company changed its name to ViacomCBS Inc. (“ViacomCBS”).

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tem 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Supplemental Indenture
On December 4, 2019, CBS, Viacom and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”), entered into the Twenty-First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of April 12, 2006 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), between Viacom and the Trustee, pursuant to which at the Effective Time ViacomCBS succeeded to, and became substituted for, Viacom, and assumed all of Viacom’s rights and obligations under the Indenture, including with respect to all payments of principal, premium (if any) and interest on the Outstanding Securities (as defined in the Indenture) of each series of Securities (as defined in the Indenture) issued under the Indenture.
 
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 

From 21st Supplemental Indenture:
TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of December 4, 2019, among VIACOM INC., a Delaware corporation (the “Company”), CBS CORPORATION (to be renamed ViacomCBS Inc. immediately following the Effective Time (as defined below)), a Delaware corporation (the “Surviving Corporation”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”), to the Indenture, dated as of April 12, 2006, between the Company and the Trustee, as supplemented from time to time (as so supplemented and as supplemented hereby, the “Indenture”).
RECITALS OF THE COMPANY
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of August 13, 2019 (as it may be amended or otherwise modified from time to time, the “Merger Agreement”), by and between the Surviving Corporation and the Company, the Company will merge with and into the Surviving Corporation (the “Merger”) and at the effective time of the Merger (the “Effective Time”), the separate legal existence of the Company shall cease, as provided under the Delaware General Corporation Law;
WHEREAS, Section 801 of the Indenture permits the
 

 

8-K 12/4/2019
21st Supplemental Indenture