Skydance’s Proposed Deal With Paramount Global Appears to Be Falling Apart

After months of M&A talks, Paramount Global and controlling shareholder Shari Redstone might be going it alone after all.

Insiders tell Variety that the expectation at the company is that neither of the two offers in play — Skydance Media-RedBird Capital Partners and Sony Pictures Entertainment-Apollo Global Management — will come to fruition. And Redstone is said to have reluctantly concluded that a deal with David Ellison’s Skydance, a longtime partner of Paramount Pictures, will not be possible.

As of Friday morning, the special committee established by Paramount Global’s board to evaluate M&A proposals had not notified Skydance one way or the other about its best and final offer, which would involve Skydance acquiring Redstone’s National Amusements Inc. and merging Skydance and Paramount Global, per a source familiar with the talks. The exclusive negotiating window between Skydance and the Paramount Global board’s special committee established to review M&A offers is set to expire at midnight Friday.

Meanwhile, the Paramount board’s special committee will review the joint Sony-Apollo offer, floating a $26 billion all-cash buyout premium, after the May 3 expiration of the Skydance negotiating window. But that may be so the board fulfills its fiduciary duty to consider all credible M&A proposals. Insiders expect the proposal to ultimately be a nonstarter, given anticipated regulatory hurdles required to complete such a transaction.

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Moreover, Redstone — who has final say-so over what deal to accept — is known to be loath to sell her family’s media company to a private-equity-backed buyer. The Sony-Apollo offer appears more attractive to Paramount Global’s Class B (nonvoting) shareholders. Given the threat of investor legal action if Redstone passes on that proffer, the most likely outcome is that Paramount Global will not proceed on either front.

Reps for Paramount Global, Skydance and National Amusements have declined to comment, as has a spokesman for the Paramount board’s special committee reviewing M&A offers. Reps for Apollo and Sony have not responded to requests for comment.

The situation remains fluid, and no definitive decisions have been made about Paramount or Redstone’s next moves.

But if the M&A talks are abandoned, Paramount Global would indeed be run for the foreseeable future by the three-headed “Office of the CEO” — CBS’s George Cheeks, Paramount Pictures’ Brian Robbins and Chris McCarthy, head of Showtime/MTV Entertainment Studios and Paramount Media Networks — after Bob Bakish was shown the door. The trio have told employees they’re prepping a “long-term plan” for Paramount Global. As part of cutting the company’s debt load, insiders speculate that strategic plan might include selling BET Media Group (which media mogul Byron Allen has expressed interest in acquiring) and the famed 62-acre Paramount Pictures Studio lot on Melrose Avenue in L.A. The go-forward strategy might also see the company try to combine the Paramount+ streaming service with NBCUniversal’s Peacock in some way.

At this point, Paramount Global is preparing “to go it alone,” LightShed Partners analysts Rich Greenfield, Brandon Ross and Mark Kelley speculated in a blog post Friday. “While Skydance could come back later in 2024 or next year, we sense National Amusements sees too many legal headaches with proceeding, given the special committee’s view of the proposed transaction.”

Regarding the Sony-Apollo bid, the LightShed analysts noted, “National Amusements does not want to see a breakup of the company and can stop any transaction they do not desire.” They suggested that regulatory approval of such a deal, given restrictions on studio and TV station consolidation and foreign ownership, would take at least 12 months “and potentially far longer if the administration turns over in November.”

Can Redstone and the Paramount Global team right the ship without selling control of the company? The industry may be about to find out.

This post was originally published on Variety

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