Sony & Paramount Sign Non-Disclosure Agreement Allowing Deal Talks To Start

Sony has signed an NDA with Paramount Global, a move that will give it access to the books and allow deal talks to move ahead, sources hears.

Sony and private equity giant Apollo kicked things off previously with a preliminary bid of $26 billion, but what’s being contemplated now is not that, but something narrower. A look at the books is necessary to move forward in any case.

The non-disclosure agreement comes two weeks after a Paramount’s month-long exclusive negotiating window with David Ellison’s Skydance ended with no deal but the indie studio still hanging in, still interested.

After a few weeks passed with no Sony NDA, there’s was speculation its interest was waning as it considered the significant regulatory hurdles, and that’s possibly what’s at play in looking for a different kind of deal.

Sony just wants the studio. Some industry players believe Apollo mostly wants the studio lot as a real estate play. Paramount Global’s CBS broadcast assets might need to be sold off. Sony might not be able to own them under foreign ownership regulations, and may not want to. As things stand, Apollo’s current station holdings would put it over the Congressionally mandated broadcast cap.

Hollywood values the lot and is backing Ellison, although some question the circa $5 billion valuation put on the company as part of a proposed two-step deal. Skydance said its latest capital raise in the fall of 2022 valued it at over $4 billion. A merger of two studios envisioned in a Sony deal is, of course, unpopular with the town that saw downsizing when Disney acquired 20th Century Fox. Combining another two studios also poses a regulatory risk.

Paramount Global shareholders, on the other side, kind of hate the Skydance deal since it leaves the company public with the bulk of proceeds going to Redstone to acquire her controlling stake. Ellison, backed by Larry Ellison and Gerry Cardinale’s RedBird Capital, sweetened the pot once offering to buy out some shares from common shareholders. It did not appease them and its not sure anything would. It’s also not clear if they have a case to sue as they’ve been threatening legal action from day one. The Skydance deal would keep the company together at least at first and inject fresh capital into highly indebted company. Jeff Shell would step in to run things under David Ellison.

Shareholders loved the Sony-Apollo $26 billion cash offer. It will be interesting to see what they think with that no longer on the table.

Possible Endangerment: Paramount Likely To Be Scapped With Linear Channels And Streaming Services Likely To Be Closed/Sold Off If Sony-Apollo Succeed With Acquisition

Shari Redstone helped build Paramount Global into a media empire, but if Sony Pictures Entertainment and the private-equity giant Apollo Global Management succeed in acquiring it, they plan to break it all up, according to three people familiar with the matter.

The plan would include auctioning off CBS, cable channels like MTV and the Paramount Plus streaming service, said the people, who asked not to be identified sharing private details. Paramount Pictures — home to blockbusters like “The Godfather,” “Top Gun” and the “Mission: Impossible” franchise — would be combined with Sony’s business.

Sony and Apollo, which made a nonbinding expression of interest in acquiring Paramount for $26 billion last week, are also likely to keep Paramount’s library of films and TV shows and the rights to well-known characters, including the Teenage Mutant Ninja Turtles and SpongeBob SquarePants. They have not yet outlined this plan to Paramount or its advisers.

A breakup of Paramount would represent a major changing of the guard in the entertainment industry. CBS and Paramount have been controlled by the Redstone family for decades, since the media mogul Sumner Redstone assembled the conglomerate in a series of audacious deals. His daughter, Ms. Redstone, championed a 2019 deal to reunite it, and she remains Paramount’s controlling shareholder.

Sony and Apollo are now engaging with Paramount’s financial advisers on next steps in their proposal, the people said. The two companies have not yet signed formal nondisclosure agreements or begun due diligence reviews, a process that could take weeks.

Though it’s still early, the two bidders have already begun to envision how a deal for Paramount could unfold. The two would likely operate the company as a joint venture controlled by Sony, with a minority stake owned by Apollo, the people said. Sony would look to combine the marketing and distribution functions of the Paramount movie studio with its own operations, and divest the rest of the properties.

Over time, Apollo could sell its stake in the joint venture back to Sony or to another buyer. It’s not yet clear just how large a stake Apollo would hold in the business, though the company plans to invest billions in the deal, one person said.

A breakup of Paramount is not a preferred outcome for Ms. Redstone, who would prefer the company to pass on to another buyer intact, a person familiar with her thinking said. But it wouldn’t necessarily be a dealbreaker if the offer was compelling, the person said.

There are other suitors. Skydance, a media company founded by the tech scion David Ellison, has been in discussions with Paramount for months about a potential deal. Exclusive negotiations between Skydance and Paramount lapsed last week, shortly after Sony and Apollo put in their expression of interest. But Skydance remains interested.

Sony and Paramount have different approaches to the entertainment business, and a deal would probably result in a U-turn for Paramount. Unlike Paramount, which streams its content on Paramount+, Sony licenses its movies and TV shows to companies like Netflix and Disney. Sony would probably not change that approach in a deal with Paramount and would most likely look to combine Paramount+ with a rival service, such as Comcast’s Peacock or Warner Bros. Discovery’s Max.

Sony has long pursued Paramount’s movie studio. Several years ago, Sony executives reached out to Paramount to see if the company would be willing to sell Paramount Pictures or merge it into a joint venture, but Paramount signaled it was interested only in a deal for the whole company. So when Apollo made a bid for all of Paramount this year, Sony decided to team up.

Any deal by Sony would face regulatory hurdles. Regulations restrict foreign owners from holding licenses for U.S. broadcast stations, which could prevent Sony — which is owned by the Japanese-based Sony Group — from owning CBS-affiliated TV stations. But they could divest the stations immediately, or have Apollo apply for the license. They are also considering other options for the stations.

The deal would also most likely require clearance from the Committee on Foreign Investment in the United States, the panel in Washington that scrutinizes acquisitions by foreign owners.

Sony and Apollo believe that when they decide to sell the Paramount assets, there could be many logical buyers, the three sources said. Warner Bros. Discovery, which does not own a broadcast network, could be a suitor for CBS. TV station groups like Nexstar and Tegna could be logical buyers for CBS’s owned and operated TV stations.

The hardest asset to sell would most likely be Paramount’s cable networks, like MTV and Nickelodeon, but those could be sold to a TV programmer looking for greater scale in negotiations with cable companies like Charter and Comcast.

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 — for now.

Insiders tell 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 deal-breaker, given anticipated regulatory hurdles required to complete such a transaction.

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. Those familiar with Redstone’s thinking say she remains open to any deal that’s in the best interests of shareholders and that she supports the Paramount special committee’s review of the Sony-Apollo overture. That said, the Sony-Apollo offer appears more attractive to Paramount Global’s Class B (nonvoting) shareholders than the Skydance deal. If the Sony-Apollo offer is deemed unworkable, the most likely outcome is that Paramount Global will not proceed on either front given the threat of investor legal action were the company to move forward with Skydance.

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.”

Skydance Media Exclusive Talks With Paramount Global Conclude As Apollo And Sony Make Bid To Acquire The Company

Skydance Media is prepared to walk away from its offer for Paramount Global unless it receives a firm commitment from controlling shareholder Shari Redstone, following the latest offer from Apollo Global Management and Sony Pictures, according to a person familiar with the matter.

The exclusivity window for discussions between David Ellison's Skydance, backed by private equity firms RedBird Capital and KKR, and Paramount ends Friday and won't be extended, people familiar with the matter mentioned Paramount shares rose following the report.

The consortium has been waiting for word from Paramount's special committee on whether the panel will recommend its bid to acquire the company to Redstone. Now, with Apollo and Sony formally expressing interest in acquiring the company for about $26 billion, the Skydance group is looking for Redstone to reaffirm her commitment to the deal.

The Skydance consortium is not keen to hang around to be a stalking horse offer for Apollo and Sony, one of the people said. Still, depending on what Redstone says, Ellison may be willing to work with her, a second person said.

Spokespeople for Skydance, Redstone's National Amusements and Paramount's special committee declined to comment on Friday.

Apollo and Sony made their latest offer Thursday, CNBC previously reported. The special committee is currently considering the bid, the people said.

As part of Skydance's latest deal on the table, Redstone may take less than $2 billion for her controlling stake in Paramount, which is lower than Skydance's initial offer. The consortium is contributing additional capital to pay common, Class B shareholders at a nearly 30% premium to the undisturbed trading price of about $11 per share. In total, Redstone and Skydance would contribute $3 billion, with the vast majority going to Class B shareholders, according to people familiar with the matter.

Skydance's valuation as part of the deal remains around $5 billion, the people said. It's unclear if the Apollo-Sony offer gives Redstone the same premium.

Previously, Redstone rejected an offer by Apollo in favor of exclusive talks with Skydance. Redstone has preferred a deal that would keep Paramount together, as Skydance's offer would. A private equity firm is likely to break up the company.

#BlockTheMerger: Could Sony And Apollo's Possible Acquisition Of Paramount Global Be A Good Thing For MTV And Nickelodeon?

Not long ago, it was reported that Sony and Apollo would be making a joint bid to acquire Paramount Global. This comes after Paramount Global had rejected Apollo's initial offer as talks are still underway with Skydance over a possible restructure.

Similar to Canal+, Sony faces legal hurdles as foreigners are given restrictions pertaining to ownership of a local company. Apollo Global Management is basically their BBBEE or another case they're way of securing the entertainment company. 

Sources had outlined that Sony was looking to distance themselves from the streaming wars years after closing and selling their linear operations. Apollo was looking to possibly merge Paramount+ with another streamer putting its future in a dark corner.

Not that the content would be phased out in the process but if you're living abroad and getting a portion of this content on Paramount+. Them closing and merging it with another broadcaster further lessen the lineup.

Same goes with the Paramount trademark in general as it could as well be folded under Sony.

As for their linear operations, don't expect much improvement there content wise as consumption and revenue for these channels continue to decline. If anything, don't be surprised if they choose to close/sell a few if not all channels globally.

Apollo had hinted at that when making the initial bid for Paramount with film studios. When you look at it, Nickelodeon and MTV would probably be more like CW reliant on third party content and archived material from Paramount while first run content are shipped to other platforms. 

This is an endeavor we envision could await local consumers in the United States while other countries go through a similar fate as Disney's FOX and Disney XD channels.

The Canal+/MultiChoice Effect: Sony Reportedly In Talks To Join Bid With Apollo To Acquire Paramount Global

Even as Paramount Global continues to hold exclusive talks with David Ellison’s Skydance and Gerry Cardinale’s Redbird Capital, another potential buyer group is considering its own moves.

It has been confirmed that executives at Sony Corp., including Sony Pictures chief Tony Vinciquerra, have been in touch with Apollo Global Management about making a joint bid for the entertainment company.

Apollo had previously made a $26 billion offer for Paramount, inclusive of equity and debt, though it was reportedly dismissed. But partnering with Sony would likely eliminate any cash or financing concerns.

The New York Times first reported the Sony talks, adding that no offer has been made, given that the exclusive negotiating window is still in place. The Times reported that one structure under consideration would see Sony and Apollo effectively take Paramount private, with Sony owning a majority of the company, with Apollo operating as a minority owner..

The actual structure of the deal is not clear, though the Paramount film and TV studios would likely fit in nicely with Sony’s own studios. It would raise questions about both Paramount+, given Sony’s decision to avoid entering the streaming wars, as well as Paramount’s linear TV assets, including CBS. There are federal regulations restricting foreign ownership of U.S. broadcast stations, and as a Japanese company Sony could face scrutiny under such rules.

Meanwhile, the talks between Skydance and Paramount continue, with a source saying that the Ellison-led company has articulated a plan to deliver operating efficiencies, and to leverage the executive teams at both Skydance and Redbird (including former NBCUniversal CEO Jeff Shell), to help turn Paramount around. Paramount would remain a public company under the Skydance deal.

Some investors have complained about the decision not to pursue the Apollo deal, given the all-cash offer.

Shares in Paramount rose in after-hours trading, after reports about the talks were published.

Apollo Global Offered $27 Billion For All Of Paramount Global But The Bid Was Rejected

Private-equity giant Apollo Global Management made a $27 billion offer to acquire all of Paramount Global this week, sources familiar with the bid told the media. However, the special committee set up by the Paramount Global board of directors to consider M&A options declined to engage with the bid.

Apollo submitted an all-cash bid on Sunday, March 31, to acquire Paramount Global in a deal worth more than $27 billion of total enterprise value, encompassing equity and debt, according to people familiar with the situation. That came after Apollo had offered $11 billion to buy Paramount Pictures alone, a bid that was also rebuffed by Paramount’s committee. Shari Redstone is Paramount’s controlling shareholder and president of National Amusements Inc., its parent company. But given the potential conflict of interest, Redstone is not a member of the board’s special committee.

NAI, Paramount Global and Apollo have declined to comment on the M&A talks.

Word of Apollo Global’s new bid for Paramount Global comes as Redstone entered into an exclusive negotiating period with David Ellison’s Skydance Media to sell her stake in National Amusements Inc. (and thereby pave the way for Skydance to merge with Paramount Global). NAI holds 77% of the voting shares in Paramount Global.

Redstone’s preference is for Paramount Global be sold as a whole, not in pieces. It’s not clear why the media company’s special committee would have not considered Apollo’s $27 billion bid for the entire company.

It was reported Tuesday that Redstone and Skydance were close to establishing 30-day window for exclusive deal talks after months of discussions. NAI and Skydance have now entered into a provisional agreement covering such exclusive negotiations, likely with a basic outline of potential deal terms, according to sources.

Paramount Global’s market cap stood at $9.26 billion after the market closed Wednesday. The stock shot up 15% in the final hour of trading Wednesday amid a cascade of media reports that Redstone, National Amusements Inc. and Skydance are moving closer to a deal. Shares closed at $13.52.

Paramount Global’s assets include Paramount Pictures; the CBS network and owned local stations; cable networks including Comedy Central, BET, MTV and Nickelodeon; and the direct-to-streaming business housing Paramount+ and Pluto TV.

Apollo Global Management Offered To Buy Paramount Global Studios For $11 Billion

Recently, we learned that Warner Bros. Discovery and Skydance Media are both in talks to buy a majority control of Paramount. Only last month to find out that Warner Bros. Discovery was no longer interested. Now, the Wall Street Journal reports that Appollo Global Management has offered to buy the film and TV studio for $11 billion.

This deal is only for the studios and is very different from other offers to buy or merge with all of Paramount. This includes an offer from Skydance to merge with Paramount.

Talks with Skydance are reportedly in the early phases and could easily fall apart, especially with investment firms now possibly driving up the price of Paramount. No date for an auction has been revealed, but bankers have reportedly started the process of sharing details about Paramount with potential bidders, it is reported that Redstone is looking at selling its share of Paramount at auction to the highest bidder.

Currently, Paramount Global is controlled by media executive Shari Redstone. Redstone also controls National Amusements, which owns 77% of Paramount’s voting shares. Reportedly the Redstone family is also looking to sell their 77% ownership of Paramount.

Any new owner of National Amusements would control Paramount’s cable TV networks, which include Nickelodeon, Comedy Central, MTV, and multiple movie theaters.

The news comes as the entertainment industry faces difficult times with cable TV viewership is declining and a majority of streamers struggling to achieve profitability. Paramount’s streaming service, Paramount+, is among the companies fighting to stay afloat.

Apollo Global Management Also Looking To Acquire Paramount Global

Private equity firm Apollo Global Management has “reached out” to Paramount Global about a possible buyout or purchase of some of its holdings, Axios reported Tuesday.

The company faces competition, including a bid from Byron Allen, who in January offered to buy Paramount Global for $14 billion. The entertainment conglomerate’s parent, National Amusements, has also gotten an offer from David Ellison’s Skydance Media in a bid that was backed by rival private equity firms RedBird Capital Partners and KKR.

Warner Bros. Discovery also reportedly considered buying some or all of the entertainment conglomerate’s assets, but backed off last month.

The report said Apollo is looking at a deal only with Paramount, which would involve Paramount Pictures, the CBS network, along with Comedy Central, BET and other Viacom cable networks and the streaming services Paramount+ and PlutoTV.

“It’s also possible that Apollo could wind up bidding only on select assets,” Axios reported, citing two sources familiar with the matter.

Shares of Paramount Global initially jumped about 5% on the report, but the gains quickly disappeared. The stock was trading down 5 cents to 11.57, down nearly 20% since the start of the year, in late morning.

Apollo has long invested in news and entertainment companies, including purchasing “American Idol” owner CKx in 2011. It also has or previously held interests in Barnes & Noble, Cox Media Group, Legendary Entertainment, Redbox, Sirius Satellite Radio. It also bought Yahoo Inc. from Verizon in 2021.