Jump to content

Draft:Merger of Paramount Global and Skydance Media

From Wikipedia, the free encyclopedia

The merger between Paramount Global and Skydance Media was announced on July 7, 2024 after months of complicated negotiations.

Talks and deal

[edit]

On December 20, 2023, it was reported by Axios and The New York Times that David Zaslav, CEO of frequent business collaborator Warner Bros. Discovery, had met with Bob Bakish, and had discussed a possible merger. Spokespeople for the two companies stated that the talks were preliminary and may not result in a deal,[1][2] while Fox Business reported via internal sources that Zaslav "is not in deal mode".[3]

On January 10, 2024, National Amusements was reported to be considering a deal or merger regarding Paramount Global, with Skydance Media considering an all-cash bid for the earlier company.[4] On February 27, 2024, CNBC reported that WBD halted the merger talks with Paramount.[5] Following this, Apollo, Allen, RedBird and Skydance continued their bids for Paramount.[6]

On April 2, 2024, Paramount and National Amusements approached Skydance for an exclusive acquisition window agreement. Shari Redstone and David Ellison sought a three-way transaction between the companies.[7] On April 18, it was reported that Sony Pictures was interested in acquiring Paramount Global through a joint buyout with Apollo Global Management.[8][9]

On April 29, 2024, Bob Bakish stepped down from his role as President and CEO. He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy.[10] The Los Angeles Times characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal.[11] McCarthy was legally designated the company's "interim principal executive officer" in order to comply with SEC regulations stipulating that one person must conduct "the normal course of business".[12]

On May 2, Sony and Apollo submitted a non-binding offer to Paramount for a $26 billion all-cash offer, with terms unclear at that point.[13] Skydance's exclusive negotiation window ended on May 3, 2024 and was not renewed, although the company was still interested in buying Paramount. The following day, Paramount's board members met, considering a "go-shop" approach for other such offers; it was ultimately decided that they would begin negotiations regarding Sony and Apollo's offer while still holding non-exclusive talks with Skydance.[14] That same day, Berkshire Hathaway's Warren Buffett stated in an annual meeting that he had sold all of his shares in Paramount at a substantial loss.[15] By May 17, Sony and Apollo signed non-disclosure agreements allowing them to investigate Paramount's private financial information, further progressing their bid. However, at that time, the companies were reportedly backing away from their all-cash offer and were re-thinking their approach to a deal for the company's assets.[16][17]

In late May, Skydance would revise its offer to acquire National Amusements for $2 billion, which The Wall Street Journal reported an independent committee representing Paramount had ultimately recommended.[18] By June 3, Paramount and Skydance had agreed to terms of a merger, which stipulated that the earlier company's shareholders would receive $4.5 billion in cash, with the company taking $1.5 billion in debt reduction funds. A final deal was expected to be announced in the coming days.[19] However, at that point, Redstone's National Amusements had not formally approved the deal.[20] Redstone was reportedly displeased with the revised terms, considering a sale of her company to another bidder, with such names as writer and producer Steven Paul, businessman Edgar Bronfman Jr., Bain Capital, Patrón Tequila founder John Paul DeJoria and businessman Barry Diller in the running.[21][22] On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount.[23]

By July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount.[24] The terms of this deal stipulated that Redstone would receive a reduced consideration of $1.75 billion while Paramount would be given the same offer of $4.5 billion to its shareholders and $1.5 billion in debt reduction, which Redstone had earlier called off due to her reported unhappiness with the second offer's reduction in her payout compared to the initial one. The deal was referred by National Amusements to Paramount's special committee.[25] Also, Paramount reportedly entered talks for a sale of BET Networks to buyers led by the company's CEO Scott Mills for $1.6-$1.7 billion.[26]

On July 7, 2024, Paramount's board approved the deal to merge with Skydance.[27] Under the final deal, which has an enterprise value of $28 billion, Ellison would be appointed as Chairman and CEO of the "enhanced Paramount" and former NBCUniversal CEO Jeff Shell would become company president. Before finalization, Paramount Global would retain a 45-day window to shop for matching or superior offers from other bidders. Redstone will receive $2.4 billion for her share in National Amusements.[28] If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company.[29] Skydance's executive team supported the potential sale of several Paramount assets which were deemed "not strategic" to their plans, including BET and others.[30]

References

[edit]
  1. ^ Fischer, Sara (20 December 2023). "Scoop: Warner Bros. Discovery in talks to merge with Paramount Global". Axios. Retrieved 21 December 2023.
  2. ^ Mullin, Benjamin (20 December 2023). "Warner Bros. Discovery in Talks to Merge With Paramount". The New York Times. Retrieved 21 December 2023.
  3. ^ Charlie Gasparino, Eleanor Terrett (2023-12-21). "Warner Bros. Discovery CEO Zaslav not ready to make deal for Paramount but options remain on table". Fox Business. Retrieved 2023-12-23.
  4. ^ Hayes, Dade (January 10, 2024). "New Paramount Merger Scenario Has Skydance Reportedly Mulling All-Cash Bid For National Amusements". Deadline Hollywood. Retrieved July 5, 2024.
  5. ^ Sherman, Alex (February 27, 2024). "Warner Bros. Discovery halts merger talks with Paramount Global, sources say". CNBC. Retrieved February 27, 2024.
  6. ^ "Apollo Global reportedly still interested in deal for all or parts of Paramount". C21media. Retrieved 2024-03-19.
  7. ^ Littleton, Cynthia (2024-04-03). "National Amusements and Paramount Global Close to Setting an Exclusive Window for Acquisition Talks with Skydance Media". Variety. Retrieved 2024-04-03.
  8. ^ "Sony, Apollo discuss joint bid for Paramount, says source". Yahoo Finance. 2024-04-19. Retrieved 2024-04-28.
  9. ^ "Sony and Apollo discuss teaming up to bid for Paramount Global". www.ft.com. Retrieved 2024-04-25.
  10. ^ Goldsmith, Jill (2024-04-29). "It's Official: Bob Bakish Is Out At Paramount Global, Trio Of Division Heads Form New Office Of The CEO". Deadline. Retrieved 2024-04-29.
  11. ^ James, Meg (July 3, 2024). "So the Paramount and Skydance deal is back on track. What happened and what's next?". The Los Angeles Times. Retrieved July 5, 2024.
  12. ^ Goldsmith, Jill (May 3, 2024). "Paramount Unveils Bob Bakish Exit Terms, Names Chris McCarthy 'Interim Principal Executive' For SEC Purposes". Deadline. Retrieved May 7, 2024.
  13. ^ Spangler, Todd (May 2, 2024). "Sony Pictures, Apollo Offer to Buy Paramount Global for $26 Billion in Cash". Variety. Retrieved July 8, 2024.
  14. ^ Goldsmith, Jill (4 May 2024). "Paramount To Negotiate With Sony & Apollo But Continue Skydance Talks; James Cameron, Ari Emanuel Back David Ellison – Update". Deadline Hollywood. Retrieved 5 May 2024.
  15. ^ Hayes, Dade (4 May 2024). "Warren Buffett Says He Has Sold All Of His Paramount Global Stock, Losing "Quite A Bit Of Money"". Deadline Hollywood. Retrieved 5 May 2024.
  16. ^ Mullin, Benjamin; Hirsch, Lauren (May 17, 2024). "Sony and Apollo Take Key Step in Bid for Paramount's Assets". The New York Times. Retrieved July 8, 2024.
  17. ^ "Sony and Apollo move ahead with Paramount bid process but reticent about earlier plan, NYT reports". Reuters. May 17, 2024. Retrieved July 8, 2024.
  18. ^ Manfredi, Lucas (31 May 2024). "Paramount Special Committee Recommends Revised Offer From David Ellison's Skydance Media". TheWrap. Retrieved 3 June 2024.
  19. ^ Rizzo, Lillian; Sherman, Alex (3 June 2024). "Paramount and Skydance agree to terms of a merger deal". CNBC. Retrieved 3 June 2024.
  20. ^ Spangler, Todd (June 3, 2024). "Paramount, Skydance Agree on New M&A Deal Terms but Shari Redstone Hasn't Approved Pact Yet". Variety. Retrieved June 5, 2024.
  21. ^ Chmielewski, Dawn (June 4, 2024). "Paramount-Skydance talks take turn as rival bidders press their case". Reuters. Retrieved June 5, 2024.
  22. ^ Palmeri, Christopher (June 5, 2024). "Paramount's Rival Bidders Include the Patrón Tequila Billionaire". Bloomberg News. Retrieved June 5, 2024.
  23. ^ Rizzo, Lillian (11 June 2024). "National Amusements stops discussions with Skydance on Paramount deal, sources say". NBC News. Retrieved 11 June 2024.
  24. ^ Mullin, Benjamin; Hirsch, Lauren (2024-07-02). "Paramount and Skydance Are Said to Reach a Deal to Merge". The New York Times. ISSN 0362-4331. Retrieved 2024-07-03.
  25. ^ Rizzo, Lillian (July 2, 2024). "Skydance and National Amusements near Paramount deal as special committee reviews terms". NBC News. Retrieved July 4, 2024.
  26. ^ Spangler, Todd (July 2, 2024). "Paramount Reportedly in Talks to Sell BET for $1.6 Billion in Buyout Led by CEO Scott Mills". Variety. Retrieved July 8, 2024.
  27. ^ Mullin, Benjamin; Hirsch, Lauren (2024-07-07). "Paramount Agrees to Merge With Skydance". The New York Times. ISSN 0362-4331. Retrieved 2024-07-08.
  28. ^ Littleton, Cynthia (July 7, 2024). "David Ellison Set as Chairman-CEO, Jeff Shell as President of Paramount; Shari Redstone to Sell Family Empire to Skydance Media in $8 Billion Deal". Retrieved July 8, 2024.
  29. ^ Spangler, Todd (July 8, 2024). "Paramount Global Will Pay Skydance $400 Million Breakup Fee if It Lands a Better Offer". Variety. Retrieved July 8, 2024.
  30. ^ Huston, Caitlin (July 8, 2024). "Skydance Team Would "Be Supportive Of" Paramount Selling Off Some Assets". The Hollywood Reporter. Retrieved July 8, 2024.
This page will be placed in the following categories if it is moved to the article namespace.
Categories:

Retrieved from "https://en.wikipedia.org/w/index.php?title=Draft:Merger_of_Paramount_Global_and_Skydance_Media&oldid=1233542178"