Paramount merger starts new story
• Bumpy road for Skydance and one of old Hollywood’s oldest studios to do a deal that gives Paramount 45 days to find a better offer
Skydance Media and Paramount Global have agreed to merge, the companies, scripting a new chapter for one of Hollywood’s oldest studios.
The companies announced late on Sunday their agreement to a two-step process in which Skydance and its deal partners will acquire National Amusements, which holds the Redstone family’s controlling stake in Paramount, for $2.4bn in cash.
Skydance will merge with Paramount, offering $4.5bn in cash or stock to shareholders and providing an additional $1.5bn for Paramount’s balance sheet.
The deal spells the end of an era for Shari Redstone, whose father and late patriarch, Sumner Redstone, transformed the family’s chain of drive-in cinemas into a media empire that included Paramount Pictures, the CBS broadcast network and cable television networks Comedy Central, Nickelodeon and MTV.
“Given the changes in the industry, we want to fortify Paramount for the future, while ensuring that content remains king,” Redstone, chair of Paramount and National Amusements, said, citing a phrase her father coined.
The merger would combine Paramount, home of such classic films as Chinatown, The Godfather and Breakfast at Tiffany’s, with its financial partner on several major recent films, including Top Gun: Maverick, Mission: Impossible-Dead Reckoning and Star Trek Into Darkness. David Ellison, the 41year-old tech scion who founded Skydance, will become chair and CEO of the new Paramount. Jeff Shell, former CEO of NBCUniversal, will be its new president.
EXECUTIVE SUITE TENSION
Ellison, son of Oracle cofounder Larry Ellison, stands to inherit a media company that has a mountain of challenges, as it navigates an entertainment business upended by the streaming video revolution.
Paramount has lost nearly $17bn in value since late 2019 as its traditional television business was eroding faster than its Paramount+ streaming service could turn a profit.
There has been tension in the executive suites. Its CEO, Bob Bakish, was ousted in April after clashing with Redstone over the Skydance deal.
Bakish was replaced by a trio of executives who occupy the “office of the CEO”, a group that has proposed making $500m in cuts, selling off certain assets, and exploring a possible joint venture partner for Paramount+.
Ellison undertook to bring “best-in-class” technology and modern infrastructure to Paramount+ and the free streaming service, Pluto TV, even as it enhanced Paramount’s traditional television networks.
“We are committed to energising the business and bolstering Paramount with contemporary technology, new leadership and a creative discipline that aims to enrich generations to come,” Skydance said in announcing the deal.
The Paramount-Skydance deal came together after months of talks that appeared to have derailed when Redstone abruptly called off negotiations on June 11. At that time, Skydance and its partners had reached an agreement to acquire National Amusements, which owns 77% of the voting shares of Paramount.
But talks reached an impasse on other issues, including National Amusements’ request that the deal be approved by a majority of non-Redstone shareholders, a condition Skydance considered a nonstarter.
DISCUSSIONS RESUMED
Other prospective bidders for National Amusements emerged: independent Hollywood producer Steven Paul, Seagram heir Edgar Bronfman, who is backed by private equity firm Bain Capital, and IAC chair Barry Diller.
Even earlier, Sony Pictures and buyout firm Apollo Global Management had expressed interest, though a deal never materialised.
Meanwhile, discussions between Ellison and Redstone quietly resumed, and became more constructive, according to two people familiar with those discussions.
Skydance sweetened the Redstone family’s payout for the sale of National Amusements to $1.75bn, said one of the sources familiar with deal terms. It also enhanced legal protections from possible shareholder lawsuits, clearing the way for a new agreement, the source said.
Under the terms of the agreement, Ellison’s Skydance will merge with Paramount in an allstock transaction that values Skydance at $4.75bn, creating a company with an enterprise value of $28bn.
“Investors will also be hoping that Skydance can bring some new sparkle to the broader Paramount group, given how its share price performance has been truly miserable,” said Russ Mould, investment director at AJ Bell. Ellison and his financial backers, the Ellison Family and Redbird Capital Partners, will pay $15 a share in cash or stock to Paramount’s nonvoting class B shareholders, representing a 48% premium on July 1.
Holders of the class A voting stock would receive $23 a share in cash or stock, or a 28% premium on July 1. Once the transaction closes, Skydance’s investor group will own 100% of the new Paramount’s class A voting shares and 69% of its outstanding B shares.
The deal also gives Paramount 45 days to find a better offer, leaving open the possibility of yet another plot twist in an already chaotic deal process.
WE WANT TO FORTIFY PARAMOUNT FOR THE FUTURE, WHILE ENSURING THAT CONTENT REMAINS KING