Proposed merger of Skydance Media and Paramount Global

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Proposed merger of Skydance Media and Paramount Global
Skydance Media 2020.svg
Paramount Global.svg
Logos of Skydance Media & Paramount Global before the merger.
New Paramount logo.svg
Concept/proposed logo for the combined company shown at a Paramount investor event. [1]
Initiator Skydance Media
Target Paramount Global
TypeMerger
Cost$8 billion
InitiatedJuly 7, 2024;5 months ago (July 7, 2024)
The evolution of Paramount
Paramount Global Logo.svg
1886 Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company
1912 Famous Players Film Company is founded
1913Lasky Feature Play Company is founded
1914 Paramount Pictures is founded
1916Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount
1927Famous Players–Lasky renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records
1929Paramount acquires 49% of CBS
1930Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation
1932Paramount sells back its shares of CBS
1934 Gulf+Western is founded as the Michigan Bumper Corporation
1935Paramount Publix Corporation renamed to Paramount Pictures
1936 National Amusements is founded as Northeast Theater Corporation
1938CBS acquires Columbia Records
1950 Desilu is founded and CBS distributes its television programs
1952CBS creates the CBS Television Film Sales division
1958CBS Television Film Sales renamed to CBS Films
1966Gulf+Western acquires Paramount
1967Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios)
1968CBS Films renamed to CBS Enterprises
1970CBS Enterprises renamed to Viacom
1971Viacom is spun off from CBS
1987National Amusements acquires Viacom
1988CBS sells Columbia Records to Sony
1989Gulf+Western renamed to Paramount Communications
1994Viacom acquires Paramount Communications
1995Westinghouse acquires CBS
1997Westinghouse renamed to CBS Corporation
2000Viacom acquires UPN and CBS Corporation
2005 Viacom splits into second CBS Corporation and Viacom
2006CBS Corporation shuts down UPN and replaces it with The CW
2017CBS Corporation sells CBS Radio to Entercom (now Audacy)
2019CBS Corporation and Viacom re-merge as ViacomCBS
2022ViacomCBS renamed to Paramount Global
2024 Skydance Media and Paramount Global agree to merge

On July 7, 2024, American media companies Skydance Media and Paramount Global announced a definitive agreement to merge in a deal valued at $8 billion, forming a new entity known as "New Paramount". The agreement values the newly formed entity at approximately $28 billion. [2] [3] The transaction is expected to close in spring 2025. [4]

Contents

In 2023, after grappling with debt and striving to remain competitive in the entertainment industry, Paramount's parent company, National Amusements, explored potential merger and acquisition opportunities for Paramount Global. Numerous prominent companies, such as Sony Pictures, Warner Bros. Discovery, Apollo Global Management, Edgar Bronfman Jr., Allen Media Group, and Skydance Media, had indicated their interest in exploring potential business partnerships or purchasing the company. [5] After first coming to a merger deal with Skydance, Paramount and Skydance canceled the proposed merger on June 11 due to unsatisfactory conversations. Following a break in the talks, Skydance was able to reach a preliminary agreement on July 2, 2024, to purchase National Amusements and combine it with Paramount Global to establish what is now known as "New Paramount". [6] After the merger closes, Skydance Media CEO David Ellison will become the chairman and CEO of the combined company and Jeff Shell will be the president. [7]

Background

Paramount Global has faced significant financial challenges, worsened by losses in its streaming services, declining viewership across cable networks, and substantial debt management issues. [8] National Amusements president Shari Redstone had expressed interest in selling her controlling stake in Paramount Global in December 2023 to Skydance. [9] Redstone had been very particular about maintaining the integrity of Paramount Global's assets, especially CBS and Paramount Pictures. [10] The media landscape was evolving rapidly, with Paramount struggling to compete against media giants like Netflix, Amazon MGM Studios, and The Walt Disney Company. [11] [12] [13]

According to reports, Bob Bakish, the president and CEO of Paramount Global, and David Zaslav, the CEO of Warner Bros. Discovery, met on December 20, 2023, to examine the possibility of a merger. While representatives for the two businesses said that negotiations were in the early stages and would not guarantee a deal, [14] [15] it was revealed through insider sources that Zaslav was "not in deal mode". [16]

Initial talks

According to reports on January 10, 2024, Skydance Media was considering making an all-cash bid of $2.5 billion for Paramount Global, while National Amusements was reportedly considering a deal or merger. [17] [18] Warner Bros. Discovery had ended the merger negotiations with Paramount on February 27, 2024. [19]

Skydance was approached by Paramount and National Amusements on April 2, 2024, regarding an exclusive acquisition window agreement. David Ellison and Shari Redstone aimed for a three-way deal involving the corporations. [20] On April 18, 2024, Sony Pictures Entertainment and Apollo Global Management were considering making a bid to acquire Paramount Global. [21] [22] [23]

On April 29, 2024, Bakish stepped down from his role as President and CEO. Reports characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal. [24] He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy. [25] According to SEC standards, McCarthy had to be named as the company's "interim principal executive officer" in order for one person to oversee "the normal course of business". [26]

Sony and Apollo Global Management made Paramount a non-binding bid on May 2 for a $26 billion all-cash deal. [27] Even though Skydance was still interested in purchasing Paramount, its exclusive negotiation window expired on May 3, 2024, and it was not extended. When the board members of Paramount gathered together the next day to discuss taking a "go-shop" approach to other bids of this like, they finally agreed to start negotiating with Sony and Apollo's offer while continuing to have non-exclusive conversations with Skydance. [28] In an effort to forward their proposal, Sony and Apollo signed non-disclosure agreements before May 17 that permitted them to look into Paramount's confidential financial data. But at that same time, it was said that the businesses were reconsidering their strategy for a purchase involving the company's assets and were pulling back from their all-cash offer. [29] [30]

Skydance announced in late May that it would rework its offer to buy National Amusements, paying $2.25 billion and requiring that the company accept $1.5 billion in debt reduction funds, as reported by The Wall Street Journal, and that Paramount's shareholders receive $4.5 billion in cash. [31] [32] [18] Paramount and Skydance had reached a merger agreement by June 3. An announcement of the final agreement was anticipated in the next few days. [33] Redstone's National Amusements had not, however, officially approved the sale at that point. [34]

Redstone was reportedly displeased with the revised terms, as she would now received less money for her shares and Skydance wanted Redstone to assume legal liabilities in the case of shareholders lawsuits unhappy with the deal. [35] She considered 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 and former Paramount Pictures CEO Barry Diller in the running. [36] [32] On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount. [37]

Deal

On July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount. The deal was referred by National Amusements to Paramount's special committee. [38] The leadership team at Skydance approved of the possible sale of a number of Paramount properties that were judged "not strategic" for their goals, including BET and others. [39] According to reports, Paramount started negotiations to sell BET Networks for $1.6–$1.7 billion to purchasers led by Scott Mills, the CEO of the business. [40]

On July 7, 2024, Paramount's board approved the deal to merge with Skydance. [41] The deal will close in two phases: first, a group of investors from Skydance will pay $2.4 billion in cash to purchase National Amusements, the parent company of Paramount Global; second, Paramount Global will pay its Class A and Class B stockholders $4.5 billion in cash and shares. In addition, Paramount will add $1.5 billion in primary capital to its balance sheet. The second phase will see an all-stock merger between Skydance Media and Paramount, valued at $4.75 billion. Equity holders in Skydance will get 317 million Class B shares, with a market value of $15 per share. Paramount Global would have 45 days to look for better or matching offers from other bidders before finalizing. [7] [42] If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company. [43]

According to Paramount Global, the merger will inject significant capital into Paramount, helping to address its debt and enabling investments in new content and technologies. [44] It will support Paramount Global's expansion into other entertainment industries, such as animation, sports and video games, where it currently has less presence. Ellison's vision is for the new company "to be both a media and technology enterprise". [45] Skydance will benefit from greater resources and infrastructure, allowing it to produce more large-scale content. Additionally, Skydance will gain from Paramount's brands, intellectual property, and distribution network. [46]

Merged assets

Skydance Media and Paramount Global have been collaborating on multiple films since they signed a five-year (since extended) partnership to co-produce and co-finance films with Paramount Pictures in 2009. Both companies co-own and produce numerous franchises, such as Top Gun , Mission: Impossible , Transformers film rights (co-owned by Hasbro), and Star Trek . Skydance aims to integrate its animation studio, Skydance Animation, with Paramount Animation and Nickelodeon franchises, including SpongeBob SquarePants and Avatar: The Last Airbender , to expand content offerings. [47] With Paramount's acquisition, Skydance will enter multiple markets, including broadcasting with CBS Entertainment, music with Paramount Music, home media with Paramount Home Entertainment and streaming services with Paramount+. [48]

Key assets

New Paramount
Skydance Media Paramount Global

Reception

There was opposition from Hollywood producers and creatives such as James Cameron, regarding the possible sale of Paramount to Sony Pictures. The main concerns revolved around the potential reduction in the number of studios producing content, which could have limited opportunities for writers and producers. [49] The Writers Guild of America (WGA) had also voiced concerns about the consolidation trend in Hollywood, arguing that it could possibly lead to fewer choices and less diversity in content. [50] Creatives like Jane Fonda and John Krasinski have voiced their support for David Ellison, while Mark Wahlberg described a merger with Skydance as a "win for the industry". [51]

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References

  1. ↑ Vlessing, Etan (July 8, 2024). "Movie Theater Owners to "Look Closely" at New Paramount-Skydance Deal Terms". The Hollywood Reporter . Retrieved July 9, 2024.
  2. ↑ 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". Variety. Retrieved July 9, 2024.
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  32. 1 2 Palmeri, Christopher (June 5, 2024). "Paramount's Rival Bidders Include the Patrón Tequila Billionaire". Bloomberg News . Retrieved June 5, 2024.
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  40. ↑ 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.
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