It’s no surprise, but Shari Redstone will officially part ways with Paramount Global for good once the media conglom’s deal with Skydance Media closes in 2025.
Redstone will exit the Paramount board after Skydance and RedBird Capital Partners complete the two-part transaction to acquire Redstone’s National Amusements Inc. and then merge Skydance and Paramount, Variety confirmed. Her plan to leave the board — which will cap her family’s decades-long ownership of Paramount, CBS and Viacom — was reported earlier by Bloomberg.
Redstone, who is currently non-executive chair of Paramount (and owns NAI, the company’s controlling shareholder), has the right to join the board of “New Paramount” following the close as does her son Tyler Korff, according to an SEC filing Monday by Paramount Global. But neither she nor Korff, who is an entrepreneur, rabbi and lawyer, will be exercising that right.
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As such, the New Paramount board would comprise 11 members, who will be designated by Skydance prior to closing. Five of those are expected to be nominees of David Ellison, currently Skydance’s CEO (including Ellison himself as the new company’s chairman); Jeff Shell, ex-CEO of NBCUniversal, who is set to become president of New Paramount; two nominees picked by RedBird; and up to three of whom will be independent, according to the SEC filing. An individual nominated by Skydance will be elected as the vice chair of the New Paramount board.
If the NAI/Paramount/Skydance transactions are not completed by April 7, 2025 (subject to two automatic extensions of 90 days each in certain circumstances), Paramount or Skydance may elect to terminate the deal, according to the SEC filing.
The deal has an enterprise value estimated at $28 billion and gives Skydance an implied valuation of $4.75 billion. Shareholders of NAI will receive $1.75 billion and the assumption of NAI’s debt (for $2.4 billion total enterprise value) while Paramount Global Class B common shareholders will receive $15 per share. About $6 billion of the money to fund the deal is coming from the Ellison family (i.e. Larry Ellison) and about $2 billion is from RedBird.
The placeholder name for Paramount Global in the S-4 filing is “New Pluto Global, Inc.” (which is only coincidentally the same name as Pluto TV, the free, ad-supported streaming startup Viacom acquired in 2019). Under SEC rules, publicly held companies must file an S-4 statement to register securities for a business merger or acquisition.
According to the SEC filing, Skydance’s deal terms provide Redstone and other NAI shareholders “certain indemnification rights” relating to the sale capped at a maximum of $200 million. That replaced the previous the indemnification arrangements that were in place that had provided for “uncapped indemnification” of NAI shareholders “for losses incurred in connection with their status as the controller of NAI and, in the case of Ms. Redstone, Paramount, in any litigation relating to the Transactions or the NAI Transaction,” according to the S-4 filing. A shareholder lawsuit seeking class-action status was filed in July against Redstone, NAI, Paramount Global board members, David Ellison and Skydance, per the filing.
Last week, Skydance submitted an updated filing with the FCC to reflect that David Ellison will hold 100% percent of the Ellison family’s voting interests in the newly combined Skydance-Paramount — not his father, Larry Ellison, as previous documents indicated.
On July 7, after months of on-and-off negotiations, Redstone clinched a deal to merge the media conglomerate with Skydance. Paramount still had a “go-shop” right to seek superior offers; an eleventh-hour bid led by Edgar Bronfman Jr. came to naught.
Since then, Paramount has engaged in layoffs and restructuring aimed at cutting 15% of its U.S. headcount, as part of efforts to slash $500 million in annual costs. Paramount Global last month granted its three co-CEOs — George Cheeks, Chris McCarthy and Brian Robbins — an additional provision in their employment agreements that will let them quit and receive severance benefits if they are demoted from their co-CEO roles. The trio of execs also were each granted $3 million in stock under Paramount’s long-term incentive program.
In a statement after reaching the deal with Skydance and RedBird, Redstone said in part, “In 1987, my father, Sumner Redstone, acquired Viacom and began assembling and growing the businesses today known as Paramount Global. He had a vision that ‘content was king’ and was always committed to delivering great content for all audiences around the world… Our hope is that the Skydance transaction will enable Paramount’s continued success in this rapidly changing environment.”
