“Mattresses tomorrow a.m.,” he wrote to Joseph Ianniello, his chief operating officer, invoking Sonny Corleone’s description of going to war with a clan. He sent the message on TigerText, the disappearing message service, the day before CBS filed a lawsuit in an effort to strip NAI of control of the company.
“We won’t forget the cannoli too” Ianniello wrote back, in another “Godfather” reference.
“And take the gun,” Moonves wrote back. “We need it.”
The messages were among a handful of TigerTexts that were turned over to NAI in ongoing litigation in Delaware Chancery Court. NAI, led by Shari Redstone, has been trying to assert control over the runaway company, of which it holds 80% of the voting stock. CBS is seeking court approval for a dividend that would dilute Redstone’s control to about 20%.
NAI quoted from the texts in an amended complaint filed on July 27, though they were redacted. Variety was able to read the redactions by copying the blacked-out portions of CBS’s answer to the complaint, pasting the resulting strings of characters into a text file, and decoding them.
According to NAI, Moonves and Ianniello had a habit of discussing sensitive matters on TigerText, which automatically deletes messages. NAI says in its filing that CBS only stopped auto-deleting messages 10 days after the lawsuit was filed, so only a few TigerTexts could be recovered and turned over to NAI in discovery.
In September 2017, Moonves and Ianniello exchanged emails about rumors of a “potential strategic transaction” between CBS and Verizon, according to NAI’s filing.
“After exchanging three brief emails about Ms. Redstone, Mr. Ianniello asked Mr. Moonves if he was getting TigerText on flight, to which Mr. Moonves responded ‘Yes,'” NAI’s complaint alleges. “At that point, the email chain between Mr. Ianniello and Mr. Moonves went silent.”
Another point of concern for NAI is when CBS began to formulate its plan to dilute NAI’s voting stock. In the blacked out portions of its amended complaint, NAI accuses Moonves of having discussed the idea for years.
“Unbeknownst to NAI, certain members of CBS management and the CBS board had been discussing the possibility of diluting NAI’s voting control well in advance of May, in the case of Mr. Moonves, for years,” the complaint alleges.
The complaint states that Ianniello also floated the idea with three other board members — William Cohen, Bruce Gordon, and Gary Countryman — well in advance of the May board action. In its response to NAI’s allegations, CBS conceded that the topic had been discussed prior to May, though the CBS lawyers said they were unaware how much NAI knew about it.
This spring, a CBS special committee considered a possible merger with Viacom, which is also controlled by NAI. Moonves and other executives felt the deal was not in the best interests of CBS. They discussed how to handle the situation in the days leading up to the decision to seek to strip NAI of its control. According to NAI, Ianniello played a key role in advocating for the dilution.
“Imagine we said no deal, and she is embarrassed,” Ianniello wrote to Moonves, on May 12, referring to the Viacom merger. “She will fire some of the board and stock will plummet but she will still blame you. Either way, there is no avoiding turbulence. This way you are not alone.”
Later that day, Moonves wrote back: “You are taking away Ms. Redstone’s whole life.”
“Viacom is her life,” Ianniello wrote back. “She has nothing to do with our company. BTW, for her trouble we will make her an extra billion. She still has a toy in Viacom, has her board and her guy to run it.”
The next day, as the CBS board members readied for the legal challenge, Ianniello wrote to Moonves, “I have your back to the end.”