Paramount agrees to merge with Skydance, ending Redstone era – MASHAHER

Paramount Global has agreed to merge with Skydance, capping off a monthslong negotiation, in a deal that would see the Redstone family step away from control of the storied movie studio and media company.

Paramount’s special committee signed off on the merger Sunday, days after Shari Redstone’s National Amusements, the controlling shareholder of Paramount, once again reached a preliminary agreement with Skydance, the production company known for “Top Gun: Maverick.” A similar deal had weeks earlier been stopped in its tracks.

The latest iteration of the deal will see the buying consortium, which includes private equity firms RedBird Capital Partners and KKR, invest more than $8 billion into Paramount and to acquire National Amusements. The deal gives National Amusements an enterprise value of $2.4 billion, which includes $1.75 billion in equity.

Paramount’s class A shareholders will receive $23 apiece in cash or stock, while class B stockholders will receive $15 per share, equating to a cash consideration totaling $4.5 billion available to public shareholders. As part of the deal Skydance will also inject $1.5 billion of capital into Paramount’s balance sheet.

“It’s a new Paramount; it’s not just a catchphrase,” said RedBird’s Jeff Shell, former CEO of NBCUniversal, on a call with investors Monday. “We think it’s going to be a new day for these combined assets.”

Skydance founder David Ellison will lead the combined company as CEO, while Shell will serve as president.

The merger is subject to regulatory approval and expected to close in the third quarter of 2025. It also includes a 45-day “go-shop period,” in which the Paramount special committee can solicit other offers.

A completed Skydance merger would mark a major shift for the ownership of Paramount, as well as for Hollywood as a whole.

The Redstone family has long controlled the movie studio — known for films such as “The Godfather,” “Top Gun” and “Forrest Gump” — as well as the CBS broadcast network and cable TV networks including MTV and Nickelodeon.

Now, Ellison, 41, son of Oracle founder and billionaire Larry Ellison, will be at the helm of a major movie studio and among Hollywood’s elite.

“It’s been a long time since a creative executive ran one of the big Hollywood companies,” Shell said on Monday’s call. “And I think it’s really important when creative is the core.”

Paramount’s business — and stock — have been on a roller coaster, particularly in the last year, as the legacy media giant faced a weak advertising market and the continued loss of cable TV customers. Its flagship streaming platform, Paramount+, is yet to reach profitability.

Paramount stock fell about 5% Monday.

The merger marks the end of the Redstones’ decadeslong run of the companies, previously split between two companies, CBS and Viacom.

“As you know, my father built Viacom and CBS by bringing together a group of the best assets in media, news, and entertainment,” Redstone said in a memo to employees late Sunday. “While people often debated whether content or distribution ruled the day, my father was governed in all of his decisions by his belief that content was indeed king.”

On Monday, RedBird and Skydance executives noted the synergies between Skydance and Paramount, particularly highlighting the success of CBS and the company’s partnership with the National Football League. They spoke of the vision for Paramount’s future, which includes an emphasis on Paramount Pictures’ films, CBS and sports and extracting as much value as possible from the declining traditional TV business.

“The key thesis behind this transaction is our desire to inject Skydance as a pure-play content company to double down on Paramount’s prowess as one of the world-class storytelling enterprises,” Ellison said on Monday’s call.

Ellison also laid out a goal of establishing Paramount as a “tech hybrid to be able to meet the demands and needs of the evolving marketplace.”

Shell and others noted the declining traditional TV business but said they believe it will remain a longstanding, cash-generating business.

The agreement marks the end stage of a lengthy sale process for Redstone and Paramount.

Late last year Paramount began deal discussions with interested buyers, including, at the time, Warner Bros. Discovery. In addition to the industry headwinds, Paramount is strapped with a hefty debt load of nearly $15 billion, making the economics of a deal tricky.

In early January Paramount’s special committee was formed and began evaluating strategic alternatives, including a sale of the company.

Skydance and Paramount inched closer to a deal in recent months, during which time Bob Bakish stepped down as CEO of Paramount and was replaced by a trio of company leaders.

The parties first agreed to terms of a deal in early June, only to see the deal stopped by Redstone a week later.

Shortly after, Paramount’s newly appointed “Office of the CEO” — CBS CEO George Cheeks, Paramount Media Networks CEO Chris McCarthy and Paramount Pictures CEO Brian Robbins — set out on their plan to restructure the company by cutting debt and finding a streaming joint venture partner.

Paramount’s current leadership, which will run the company until the deal closes, said in a memo to employees late Sunday that it would be “business as usual” until then, indicating they would still carry out the planned layoffs and cost cuts and would continue to explore opportunities including partnerships and divestments.

The Skydance-led consortium echoed its support for these strategies on Monday and said it had baked in the cost-cutting measures to its business model. Executives also said current management is exploring sales of some assets, which Skydance would support for the right price.

There may be an existing pool of bidders, given the varied interest in Paramount in recent weeks.

Media mogul Barry Diller recently expressed interest in Paramount, and former media executive Edgar Bronfman Jr. reportedly has as well. Sony Pictures and private equity firm Apollo Global Management had expressed interest in an acquisition, CNBC previously reported.

The deal reached between National Amusements and Skydance allows 45 days for other potential bidders to make an offer. If Paramount’s special committee were to opt for a different offer, the Skydance-led consortium would receive a $400 million breakup fee.

Following the close of the transaction Skydance will wholly own Paramount’s class A shares and 69% of the outstanding class B shares.

The merger values Skydance at $4.75 billion, with its equity holders slated to receive 317 million in class B shares valued at $15 per share.

Disclosure: Comcast’s NBCUniversal is the parent company of CNBC.