Item 1.01 Entry into a Material Definitive Agreement
On December 9, 2021, ViacomCBS Inc. ("ViacomCBS") entered into amendment no. 1
(the "Amendment") by and between ViacomCBS and JPMorgan Chase Bank, N.A., as
administrative agent (the "Administrative Agent"), to the amended and restated
credit agreement, dated January 23, 2020 (the "Credit Agreement"), among
ViacomCBS, the subsidiaries of ViacomCBS designated as borrowers from time to
time thereunder, the lenders named therein, the 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.
The Amendment was entered into pursuant to Section 2.12(b) of the Credit
Agreement, which provides, among other things, that if the supervisor for the
administrator of the eurocurrency rate (LIBOR) or a governmental authority
having jurisdiction over the Administrative Agent has made a public statement
identifying a specific date after which the eurocurrency rate shall no longer be
used for determining interest rates for loans or syndicated loans are currently
being executed or amended (as applicable) to incorporate or adopt a new
benchmark interest rate to replace the eurocurrency rate, then the
Administrative Agent and ViacomCBS shall establish an alternate rate of interest
and shall enter into an amendment to the Credit Agreement to reflect such
alternate rate of interest and other related changes as may be applicable. Such
amendment shall become effective without any further action or consent of any
other party so long as the Administrative Agent does not receive, within 10
business days of the date the amendment is provided to the lenders, a written
notice from the required lenders objecting to such amendment. The Administrative
Agent has made the determination referred to in Section 2.12(b) with respect to
the eurocurrency rate for loans denominated in euros, sterling and yen, and the
Administrative Agent and ViacomCBS have entered into the Amendment to the Credit
Agreement to replace the eurocurrency rate for loans denominated in euros,
sterling and yen with EURIBOR, SONIA and TIBOR-based rates, respectively.
Other than as expressly modified by the Amendment, the Credit Agreement, which
was filed as Exhibit 10.1 to the Current Report on Form 8-K by ViacomCBS with
the Securities and Exchange Commission on January 23, 2020, remains in full
force and effect and is incorporated by reference herein.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by
reference.
Some of the financial institutions party to the Amendment and the Credit
Agreement 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 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description of Exhibit
Number
10.1 Amendment No. 1 to the Credit Agreement, dated as of December 9,
2021, by and between ViacomCBS and the Administrative Agent.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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