Paramount Global will have until Aug. 21 at 11:59 p.m to actively solicit and evaluate alternative acquisition proposals as part of a 45-day go-shop period under its merger agreement with David Ellison’s Skydance Media.
But, according to a new 8-K filing with the U.S. Securities and Exchange Commission on Thursday, that window can be extended to Sept. 5 in the event that the media conglomerate’s independent special committee enters talks with a rival bidder that it has “determined in good faith is or would reasonably be expected to lead to a Superior Proposal.”
Paramount will be subject to certain restrictions on its ability to solicit alternative acquisition proposals, provide non-public information and engage in discussions and enter into an agreement with third parties.
If it reaches a superior proposal, Paramount would pay Skydance a $400 million breakup fee. It would also be responsible for that payout if the transaction does not occur before April 7, 2025, subject to two automatic 90-day extensions, or if a regulator blocks the merger.
Others who have expressed interest in acquiring Paramount included IAC chairman Barry Diller, “Baby Geniuses” producer Steven Paul, former Warner Music Group CEO and chairman Edgar Bronfman Jr, Sony Pictures Entertainment and Apollo Global Management — who submitted a $26 billion all cash offer in May — and Allen Media Group founder Byron Allen, who placed a $30 billion bid including debt. Warner Bros. Discovery CEO David Zaslav also met with former Paramount CEO Bob Bakish about a potential merger in December, though those talks were later halted.
Under the terms of the deal with Skydance, new Paramount will have an enterprise value of $28 billion. Skydance is being valued at $4.75 billion, with its equity holders receiving 317 million newly issued Class B shares valued at $15 per share. Paramount’s Class A shareholders will receive $23 per share.
Skydance’s consortium of investors will own 100% of new Paramount’s Class A shares and 69% of outstanding Class B shares, or about 70% of the pro forma shares outstanding. Paramount’s non-National Amusements Class B shareholders will receive a 48% premium to the price of the stock as of July 1, while Class A shares will receive a 28% premium.
The deal, which is backed by RedBird Capital Partners and the Ellison family, includes $2.4 billion for NAI, $4.5 billion for non-NAI shareholders in Paramount and an additional $1.5 billion in new capital to help pay down debt and recapitalize the company’s balance sheet.
During a conference call with Wall Street on Monday, new Paramount’s incoming CEO and chairman David Ellison and president Jeff Shell outlined their vision for the future.
The pair said they would “rebuild” the Paramount+ platform to increase time spent, offer subscribers improved recommendations and reduce churn. They also plan to utilize artificial intelligence to “turbocharge content creation capabilities” and lower costs, leverage Skydance and Paramount’s combined portfolio of animation and sports content and to explore potential partnerships and content licensing opportunities. Additionally, Shell made clear that asset sales are still on the table and that CBS will be a “cornerstone” asset of the new company.
The Skydance-Paramount transaction is expected to close in the third quarter of 2025, subject to regulatory approval and other customary closing conditions.
