Reminder: Paramount Skydance Corporation Expected To Launch On August 7th

Paramount Global’s co-CEOs told employees Friday that they expect an August 7 closing date for the company’s merger with Skydance, praising staffers’ efforts during the grueling process of getting the deal done.

The companies had earlier confirmed the expected closing date, which follows an epic, years-long effort to sell the home of Paramount Pictures and CBS.

In a memo obtained by Deadline, co-CEOs George Cheeks, Chris McCarthy and Brian Robbins wrote that despite all of the turbulence, “Paramount has made great progress – none greater than over the past year. We truly have momentum as a company and that’s a testament to you, our talented teams, with your incredible ability to deliver hit shows and blockbuster films, and all the critical pieces that make those things happen behind the scenes from BALA, finance, HR, communications, marketing, technology, distribution, partnerships, sales, consumer products, government relations and more – even in the context of a rapidly evolving landscape.”

The trio acknowledged that workers likely have questions, and they promised to offer updates in a timely fashion. The trio, elevated to the Office of the CEO after the ouster of Bob Bakish in the spring of 2024, called it “a great honor” to have led the company. Cheeks is slated to stay with the new company, while McCarthy and Robbins are departing.

“Collectively, we have been in the industry for decades and, like you, we have called Paramount our home and together we have seen the incredible evolution of the entertainment industry,” they wrote.

Paramount and Skydance have confirmed that their long-gestating merger is expected to finally close on August 7.

The date had been mentioned in recent days by sources familiar with the transaction, but the companies confirmed it Friday in a press release.

The $8 billion-plus transaction received the FCC’s blessing Thursday, effectively bringing an end to the year-long business saga. With that final hurdle cleared, only administrative details and paperwork are left to be completed before the combination can become finalized.

Along with the date, the companies said the new company will trade on the Nasdaq under the ticker symbol PSKY. Paramount had traded under PARA.

The companies also announced various deadlines for deadlines for Paramount stockholders of record and certain other Paramount stockholders to elect the form of consideration they wish to receive for their shares. Common shareholders will have the election deadline of 5 p.m. ET next Thursday, July 31. For shares of Paramount common stock held by current or former employees of Paramount, the election deadline is 4 p.m. ET on Monday, July 28.

Shareholders who do not make an election before the deadline will automatically receive stock in the new entity. The value on Paramount Class B shares stipulated in the merger agreement is $15.

Friday’s announcement filled in a couple of blanks, but there are many more questions looming as the two companies prepare to become one. The extent of further layoffs is top of mind for many, especially following a period of major downsizing. Also unclear is the fate of the company’s linear cable networks, which are still throwing off cash but declining markedly in terms of ratings and advertising due to ongoing cord-cutting.

Recap To The Week: DStv Could Be Losing More Channels As Skydance Has Been Given The Greenlight To Acquire Paramount Global

Not long ago, the Federal Communication Commission gave Skydance the greenlight to acquire Paramount Global, the owners of MTV and CBS. Prior to this, Paramount Global was looking to shed costs by shuttering parts of its operations in Europe and Africa.

Paramount Global is looking to close various MTV channels by 31 December 2024 in Europe which include MTV Music, MTV 80s, MTV 90s and Club MTV. In Africa, they're looking to scale back on local operations hinting at the potential demises of BET and MTV Base.

This article is here to elaborate on various things regarding Paramount Africa. Aside from BET and MTV Base, even Nicktoons, MTV and Nick Jr in Ethiopia had all been localised over the years and this is to sum up what is likely to happen.

As reported, BET and MTV Base might be going away soon and with the Skydance transaction underway I'd give before the end of 2025 to mid 2026. BET is launching a new drama next month titled Black Gold unless that gets scrapped or shipped to another outlet.

My point here is that these channels curated a lot of content within the region particularly MTV Base. With this area closed, BET will look a lot like Comedy Central (redundant) and had been that way until these local stuff made its way to the channel giving it relevance.

MTV Base won't survive when Paramount Global shutters it's operations in Africa as its become another Trace Africa. They can't just follow their sister network MTV's weekday morning schedule and offer international hits from Coldplay and Taylor Swift as they'd risk losing it's viewers in Lagos.

It wouldn't shock me if MTV Base were to close on 31 December 2024 alongside it's European natives. Maybe BET will tag along and MultiChoice would presumably replace it with another TV channel or risk losing more consumers.

As for MTV, I recall that Paramount Global has a unified feed for the channel in Europe known as MTV Global presuming that's what is to become of MTV Africa as opposed to a complete shutdown.

Nick Jr. in Ethiopia is a much stronger candidate to get shut down following Canal+'s exist in the region. Because while Nicktoons has it for only 4 hours in day this is a whole channel or to corporate wasteful spending. There's plenty of countries that dub but Ethiopia lacks the scale to sustain the channel.

Nicktoons very much like Ethiopia has been dubbing in other parts of Africa through the block Nick In Your Language presuming that's going away as well. Of course, there are a handful of companies dubbing shows independently so it wouldn't be a loss if Nick In Your Language were to fade away.

Same goes for NickMusic which was produced under the same unit as MTV Base.

The FCC Approves Paramount And Skydance's Merger Attempt

The Federal Communications Commission has cleared the way for Paramount Global to complete its merger with Skydance Media, announcing Thursday that it has approved the deal. The decision removes a final hurdle for the media and entertainment companies to close their transaction.

The FCC's approval, which was necessary for the deal to move forward, caps a long-running corporate saga over the fate of Paramount, which owns Paramount+, the Paramount Pictures movie and television studios, the CBS television network and CBS News and Stations. Paramount also owns Nickelodeon, BET, MTV, Comedy Central and other media brands. 

Paramount Global agreed to merge with David Ellison's Skydance Media in July 2024 after briefly halting negotiations the month before. The deal followed a long, turbulent sales process that drew interest from other major corporate players and investors, including Seagram heir Edgar Bronfman Jr., media mogul Barry Diller, Sony Pictures and private equity firm Apollo Global Management, and Allen Media, the company controlled by former comedian Byron Allen. 

Paramount had said it expected to close the $8.4 billion merger in the first half of 2025. But the first half of the year came and went, and the merger remained under review by the FCC and its chair Brendan Carr, who had been appointed to the role earlier this year by President Trump.

Late on July 1, Paramount announced it had settled a lawsuit with Mr. Trump over the editing of a "60 Minutes" interview with Kamala Harris, a suit that Paramount told the court was without merit. The company agreed to pay $16 million — most of which would go to Mr. Trump's presidential library — and agreed to publish transcripts of future "60 Minutes" interviews with presidential candidates after those interviews air on the show. Mr. Trump has since said he expects Paramount's new owners to offer him about $20 million in advertising and PSAs. Paramount said in a statement it had no knowledge of any commitments to Mr. Trump outside of its $16 million settlement, and Skydance didn't respond to requests for comment.

In two letters to the FCC earlier this week, Skydance pledged to hire a CBS News ombudsman to review complaints of editorial bias for a period of at least two years, and the company confirmed that Paramount had eliminated or modified its DEI programs and hiring practices earlier this year.

Could Nickelodeon Undergo A Major Restructure Under Skydance?

Skydance is currently in the process of acquiring Paramount Global home to IPs like CBS, Nickelodeon and MTV with the deal still awaiting further approval from the FCC. Following Trump's lawsuit with one of Paramount's cable networks the deal is believed to have been postponed.

Although it had been stated from various outlets that this whole lawsuit served as a separate transaction.

As some consumers have heard, The Hollywood Reporter revealed that Paramount's new owners might be looking to get rid off Nickelodeon and MTV's other cable networks. This idea wouldn't seem far fetched as Warner Bros. Discovery and NBCUniversal are going a similar scenario.

But what many consumers have been worried about for sometime is how Nickelodeon will be affected. Because there's been a lot of chatter that most of its content is likely to get booted off leaving SpongeBob Squarepants to takeover the channel I mean look at Cartoon Network.

Before AT&T decided to spinoff WarnerMedia and merge with Discovery, Cartoon Network had been branded off as The Teen Titans GO! channel. Initially, it had relied on Summer Camp Island, Infinity Train and The Fungies for life support but after the merger less content came out to the network.

Bloomberg covered this story were it was revealed that Cartoon Network very much like The CW and SABC 3 had been losing millions in ad revenue. If Skydance does acquire Paramount Global you can bet your bottoms that Nickelodeon will undergo some restructure.

As seen with Cartoon Network Studios, it now focuses solely on IPs curated by Cartoon Network over the years as Warner Bros. Animation is the new face of original animation. Skydance has plans to integrate it's animation division with that of Nickelodeon Animation and Paramount Animation.

Nickelodeon over the years had been curating content for Netflix such as Glitch Techs and Pinky Malinky. You can only assume that they'll strengthen this partnership and shift the focus away from its cable networks.

I mean look at MTV.

Paramount is now using the network to air shows like The Big Bang Theory and Teen Wolf. Is there any chance of duplication in other markets now that Comedy Central is on a repetitive slope as acquiring companies tend to scale back on redundancy and low performing assets.

Paramount May Be Looking To Distance Themselves From MTV, Comedy Central And Nickelodeon

Skydance is currently in a process of acquiring MTV, Nickelodeon and Comedy Central's parent company Paramount Global with the deal valued at $8 billion dollars. The deal is expected to close in the first half of 2025 and similar to the Canal+/MultiChoice deal was undergoing media scrutiny.

"New Paramount" or "Paramount Skydance Corporation" is the purposed name for the merged company if Skydance acquires Paramount. Fro. what's outlined, they're looking to increase their reach with "New Paramount" venturing into sports and gaming with some citing Hasbro and Take One as potential investments.

In general, "New Paramount" is doing what Canal+ disliked about MultiChoice - diversification. Although these endeavours could leave you with extra money in your pocket, for MultiChoice they let it's pay-tv market crash which is where Paramount resides with MTV and Nickelodeon.

Skydance and Paramount are looking to slash costs which amounts to $2 billion dollars and there's a moderate to high chance this will affect MTV's suite of channels globally. According to an article on THR, New management doesn't view this offering as a priority like CBS.

They're likely to follow Comcast and Warner Bros. Discovery in streamlining their endeavours which will led to reduced content and channel closures. Paramount has made several attempts at selling BET and Showtime so that could enter into the equation.

At the moment, Skydance only views Paramount's studio and streaming endeavours as a priority so most probable guesses is they'll reduce their linear footprint by slashing their operations in Europe and Asia. Especially if they're generating very little revenue and obviously this will lead to job losses.

Another scenario would be spinning most of its cable networks which include BET, Comedy Central, Nickelodeon and MTV. From what some platforms outlined, MTV Studios produces cheaper content so I'd imagine Skydance would want something on par with HBO which is CBS. 

If anything, Paramount will most definitely keep it's other studios including that of Nickelodeon Animation and integrate it with Skydance's existing lineup. The cable networks alongside MTV Studios become a separate entity presumably called MTV Entertainment Corporation.

MTV Entertainment Corporation could enter into various agreements with Paramount when it comes to IPs such as SpongeBob Squarepants and The Loud House. But then again, if Paramount is diversifying to gain extra revenue streams I'd imagine them wanting to close a couple of channels globally.

Internationally, Netflix has been licensing a batch of content from Nickelodeon so I'd imagine a couple of those channels closing in Europe, Asia and Africa. Most kids are watching content online and if these networks aren't bringing the income I'd imagine them wanting to sought out third parties.

Look at Britbox, when it was launched in South Africa most consumers sought to MultiChoice for its lineup with BBC even licencing content exclusively. Some sought how BBC executed it's rollout as a reason for its downfall but if I had to guess it mainly derived from a competitive landscape.

In South Africa, we have a number of streaming services from Netflix, Amazon Prime Video and Showmax as you know it not everyone can pay for this bulk of platforms. Britbox was a pay service and with existing competitors most would have likely paid if the content was with their current provider.

That's the same rationality management at HBO Max opted for when removing most of Cartoon Network's shows. They couldn't get it monetized as the audience was very small but the moment these shows popped up on other providers it started garnering traction and Warner was able to capitalise on its success.

"New Paramount" May Be Looking To Discard Cable Networks Like MTV, Comedy Central, BET And Nickelodeon

The landscape of television is undergoing a seismic shift, with streaming services increasingly dominating the entertainment industry. This transformation is forcing media conglomerates to re-evaluate their strategies, and for Paramount, this means a potential downplaying, or even outright disposal, of once-iconic cable networks like MTV and Comedy Central.

According to a recent report from The Hollywood Reporter, these networks, along with Nickelodeon and BET, are “simply not as high a priority” for the incoming Skydance regime following the anticipated merger with Paramount. This news raises serious questions about the future of these channels, which have played a significant role in shaping pop culture over the past few decades.

The report suggests that CBS is the only television asset considered completely safe under the new leadership. Incoming company president Jeff Shell has previously referred to CBS as a “crown jewel,” indicating its central importance to the merged entity. This prioritization of CBS comes at the expense of other networks within the Paramount portfolio.

The signs of this shift have been evident for some time. Paramount has reportedly entertained numerous bids for BET, including offers from prominent figures like Tyler Perry and media mogul Byron Allen. This willingness to consider selling BET demonstrates a clear shift in priorities away from these formerly key cable assets.

Perhaps the most alarming indicator of this deprioritization was the recent wiping of digital archives for networks like MTV News and Comedy Central. This erasure of digital history suggests a lack of commitment to preserving the legacy of these channels, further fueling speculation about their future.

The current strategy of bringing established sitcoms like “Friends” and “The Big Bang Theory” to MTV raises further questions. This move suggests a reliance on established, syndicated content rather than investment in original programming, potentially signaling a decline in the network’s focus on creating new, cutting-edge content. This is a far cry from MTV’s earlier days as a trendsetting music and youth culture channel.

The Hollywood Reporter cites a December 19 Bank of America research report from Jessica Reif Ehrlich, which predicts a trend of media companies divesting their cable TV network assets. The report suggests these assets would be “better positioned as a consolidated, linear-focused vehicle with scale benefits that can drive affiliate and advertising negotiation as well as synergies.” This analysis points towards a potential consolidation of remaining cable networks as a way to maintain some level of competitiveness against the streaming giants.

The potential decline of MTV and Comedy Central raises broader questions about the future of cable television as a whole. As streaming continues to gain momentum, traditional cable networks are facing an existential crisis. The convenience and on-demand nature of streaming have proven highly attractive to viewers, leading to widespread cord-cutting.

Whether these legacy networks can survive independently or face extinction remains to be seen. However, the winds are clearly blowing in the direction of streaming, and media conglomerates are adapting accordingly. The anticipated Skydance and Paramount merger is likely to accelerate this trend, potentially marking the beginning of the end for some of television’s most iconic cable brands. The focus on “synergies,” as mentioned in the Bank of America report, suggests that any remaining cable assets may be bundled together or sold off as a single entity, further diminishing their individual prominence in the media landscape.

Paramount Global Plans To Wind Down On TV Channels, Looking To Merge CBS And MTV Studios

David Ellison plans sweeping changes at Paramount Global, including cuts at the company's TV networks, billions of dollars more for streaming and an overhaul of top management, according to people familiar with his plans.

David Ellison who will take over as chief executive officer of Paramount when it merges withhis Skydance Media next year, is exploring combining all of Paramount's TV networks, including CBS and MTV, into one unit.

Those businesses are mostly run by two of the company's co-CEOs, Chris McCarthy and George Cheeks. While Cheeks is expected to stay, McCarthy's future is less certain.

The company’s third co-CEO, Brian Robbins, who leads the Paramount Pictures film studio and the Nickelodeon kids channel, is expected to leave around the close of the deal, said the people, who asked to not be identified discussing plans that are still being formed.

A movie fanatic who has co-financed most of Paramount's biggest films of the last decade, David Ellison was initially interested in the company's namesake movie studio.

While David Ellison and Robbins have worked together on several titles, they are said to have both conceded it's unlikely Robbins will stick around. No final decision has been made, however.

David Ellison has discussed putting Dana Goldberg, the head of production at Skydance, in charge of the film business, at least for the time being. Spokespeople for Paramount and Skydance declined to comment.

Since agreeing to merge Skydance with Paramount in July, Ellison and his deputies have been meeting with their future employees, seeking opinions about what is working and what isn't. David Ellison told employees at Paramount that he hasn't made any decisions about personnel.

David Ellison agreed to the deal knowing Paramount would require a major overhaul.

The company still makes almost all its profit from pay-TV networks such as Nickelodeon, MTV (DStv 130) and Comedy Central (DStv 122) that defined an era in pop culture. 

But those networks have hemorrhaged viewers and advertisers to technology companies such as Netflix and YouTube. The company's namesake film studio isn't expected to show a profit for 2024, according to analystss estimates.

"The business needs to be transitioned," David Ellison told Bloomberg shortly after the deal was announced.

When Donald Trump won the presidential election, David Ellison and the team at Skydance began preparing to take over Paramount even sooner than they once thought. They now believe the deal could close as soon as the end of March or early April.

The Federal Communications Commission, which approves the transfer of broadcast licenses, still must bless the deal. Petitions from those opposing the transaction are due 16 December, according to the commission. Final responses from the parties are due 13January 2025.

Two areas requiring David Ellison's immediate attention are TV networks and streaming.

David Ellison is looking at potentially cutting hundreds of millions of dollars in costs by folding the company's TV networks into one group, consolidating teams across departments like programming and marketing. The amount of original programming produced for the cable networks will decline, as will the staffing.

David Ellison will combine two groups, one that currently reports into McCarthy and another into Cheeks. While McCarthy was a favored son of former CEO Bob Bakish, Cheeks has a good relationship with Jeff Shell, who will serve as Ellison's number 2 at Paramount. Cheeks and Shell worked together at NBCUniversal.

David Ellison stated plans to streamline the company's operations in an investor presentation earlier this year, without getting into specifics.

Paramount will also explore strategic partnerships involving pay-TV networks that could result in a divestiture of some of those businesses. 

While David Ellison may not formally explore the sale of any of these networks, as was done under the previous regime, he is open to selling almost any network in the portfolio other than CBS.

David Ellison plans to cut back on the company's real estate holdings and will look to sell facilities like the CBS Broadcast Center, a production facility used for 60 Minutes and Last Week Tonight with John Oliver. CBS also owns the Ed Sullivan Theater, the home of Stephen Colbert's late-night show.

"We're not going to sell Paramount, we're not going to sell CBS, but we're looking to maximize value," David Ellison previously told Bloomberg.

The transaction has already led to negotiations between David Ellison, Paramount and the NFL.

The league is able to opt out of its broadcasting agreement with CBS as part of a provision in its contract. While the NFL doesn't plan to do so, it has talked to Ellison about turning some of its stake in a joint venture with Skydance into an equity stake in Paramount.

It has also discussed selling some or all of the NFL Network to Paramount.

The cuts in TV will help pay for a greater investment in streaming.

Paramount+ has grown to 72 million customers and has made money two quarters in a row. Yet it ranks last in viewership among mass-market services and is still much smaller than competitors such as Netflix, The Walt Disney Company and Amazon. 

Cindy Holland, who's serving as an adviser to Skydance, is consulting on the streaming strategy and is seen by many at Paramount as the person likely to take over that business.

David Ellison is particularly concerned with the poor user experience in the app and has talked about making it easier for viewers to find shows to watch by improving the recommendation algorithm.

David Ellison, the son of Oracle Corp. co-founder Larry Ellison, grew up around technology luminaries such as Apple Inc. co-founder Steve Jobs. He speaks often about marrying technology and art at Paramount, and more quotidian changes like improving Paramount's use of enterprise software.

David Ellison will also more closely integrate Pluto, a free streaming service, into Paramount+.

A free service like Pluto can serve as an on-ramp for viewers to use Paramount+ more often while also benefiting from the marketing around Paramount+ programmes. 

Paramount+ is one of three services, alongside Peacock and Max, that are seen as too small to survive independently.

Paramount's current leaders have talked to both Peacock and Max about strategic partnerships to leverage their shared resources. The company has also spoken to Amazon and foreign streaming services.

While Paramount will continue to pursue those deals, Ellison sees less urgency to do so. He believes the company has a solid foundation upon which it can build.

Paramount is much smaller than most of its competitors, even those struggling like Warner Bros. Discovery.

But, after this transaction, it will have a healthier balance sheet. And, unlike most of these other companies, it will have access to the bank account of the Ellison family. While David oversees Paramount day-to-day, his father - one of the world's richest men - financed much of the transaction.

This article was originally published by Bloomberg

NFL Is In Talks To Acquire Some Of Skydance's Assets Ahead Of Merger With Paramount Global

The National Football League is in talks with David Ellison’s Skydance Media and one of his major investors, RedBird Capital Partners, that could result in some of the league’s media assets changing hands, according to people familiar with the conversations.

The talks could include a sale of NFL Media and its NFL Network cable channel, or an acquisition by Paramount Global of the league’s interest in Skydance Sports, a joint venture that produces movies and TV shows, according to the people, who asked to not be identified because the discussions are private.

Paramount, which holds rights to broadcast NFL games, is in the process of merging with Skydance, an independent film and TV studio, in a deal expected to close next year. Paramount’s contract with the league includes a change of control provision that could allow the NFL to seek another media partner, the people said. The NFL’s deal with Paramount’s CBS network is worth about $2.1 billion a year through 2033.

Although it is unlikely that the NFL will seek to replace CBS as its broadcast partner, the provision has prompted a wider conversation about business opportunities between the league, Skydance and RedBird. The league is already in business with both parties and Commissioner Roger Goodell has praised Skydance in interviews.

In 2022, the NFL invested $45 million in Skydance Sports in a deal that valued the entity at about $100 million. Skydance and NFL Films produced a new season of HBO’s Hard Knocks documentary series, focusing on the New York Giants, this year. The two companies are also working on a 10-part documentary series on Dallas Cowboys owner Jerry Jones.

The league and RedBird are partners in EverPass Media, which distributes the NFL Sunday Ticket games to bars and restaurants. RedBird is also an owner of the United Football League, which plays in the spring season. Larry Ellison, the father of the Skydance founder and one of the world’s richest men, has previously expressed interest in owning a professional football team.

The NFL has been shopping its media assets for a few years. NFL Media includes the league’s digital operations, the NFL cable network, the film unit and NFL RedZone, a subscription service. Walt Disney Co.’s ESPN sports division had been in talks about a potential deal that could have seen the company acquire NFL Media, giving the league a stake in ESPN in return. Those talks have stalled, however.

Paramount Television Studios Is Closing Down As Part Of Cost Cutting Procedure With Content Set To Merge With CBS Studios

PTVS’ shutdown will result in the exit of 20-30 employees. All current PTVS series and development projects will be folded into CBS Studios.

“To be clear, this is not a decision based on how PTVS performed. This move is the result of significant changes in the TV and streaming marketplace and the need to streamline our company,” Cheeks said. “Under Nicole’s leadership, this studio consistently punched above its weight in attracting top storytellers and stars to create best-in-class series. I want to thank every PTVS employee for shepherding a slate of shows that helped usher Paramount into the streaming era.”

Headed into the current wave of layoffs that will impact 15% of Paramount Global’s U.S. workforce over the next few months for $500M in savings, there had been chatter about Paramount TV Studios as a potential casualty following a string of downsizing/consolidation moves since CBS Studios and Paramount TV Studios were put together under Cheeks’ purview in the fall of 2022.

Both Cheeks and Clemens tried to assuage fears at the time by assuring PTVS staff that the division would remain independent from the larger CBS Studios as the two combined support operations by centralizing finance, law, production and casting. The same year, Paramount TV Studios absorbed Paramount+’s scripted originals team. (Word is more P+ layoffs may be coming after Labor Day.)

In the most recent round of layoffs in February, PTVS consolidated development and current under Head of Development Jana Helman, with a slew of senior programming executives leaving. It also dissolved/downsized communications, marketing and post-production which are now handled by CBS Studios. Prior to that, Clemens, a well-liked veteran executive, revealed that the studio was no longer going to produce limited series except for third-party buyers.

Also possibly factoring into the decision to shut down PTVS is Paramount Global’s pending merger with Skydance whose television division is very similar in scope and output to PTVS. The two companies have collaborated on such series as Reacher, Tom Clancy’s Jack Ryan and the upcoming Cross.

Other notable series produced by PTVS over the years include 13 Reasons Why, The Alienist, Station Eleven, Time Bandits, and The Spiderwick Chronicles.

Speculation about CBS Studios and Paramount TV Studios combining has actually been around since the 2019 CBS-Viacom merger was announced. Launched by Paramount Pictures’ Brad Grey in 2013, Paramount TV Studios has been the smaller of the two and its volume was impacted when Paramount+ pared down its scripted originals ramp-up plans to stem streaming losses. The studio continued to sell to outside platforms.

In her note to staff, Clemens, who joined PTVS in 2018, reflected on the label’s legacy.

“Over the past 11 years, PTVS has weathered seemingly insurmountable obstacles through a combination of strength, determination, and unwavering commitment,” she said. “We met these challenges with incredible resilience, creativity, and passion for what we do, and I could not be prouder of our team. We’ve also had the privilege to collaborate with some of the most brilliant creative talent in the industry to help tell incredible stories seen around the world, entertaining and shaping culture.”

Here are the two memos:

Note from Nicole Clemens: President, Paramount Television Studios

Dear PTVS Family,

As you’re all aware, Paramount Global has made the difficult decision to close Paramount Television Studios as part of the company’s broader restructuring plans. This has been a challenging and transformative time for the entire industry, and sadly, our studio is not immune.

Over the past 11 years, PTVS has weathered seemingly insurmountable obstacles through a combination of strength, determination, and unwavering commitment. We met these challenges with incredible resilience, creativity, and passion for what we do, and I could not be prouder of our team. We’ve also had the privilege to collaborate with some of the most brilliant creative talent in the industry to help tell incredible stories seen around the world, entertaining and shaping culture.

Although Paramount Television Studios is ending, our ethos will live on in shows that will continue to be enjoyed by global audiences for years to come. We’ve cemented our legacy by shepherding some of the most influential, award-winning, and critically acclaimed shows in the streaming era with series like “13 Reasons Why,” “The Offer,” “Defending Jacob,” “The Alienist,” “The Haunting of Hill House,” “Station Eleven,” “Time Bandits,” and many more. We have broken streaming platform records with “Tom Clancy’s Jack Ryan,” “Reacher,” and “The Spiderwick Chronicles.” Our upcoming shows, “Cross,” “Before,” and “Murderbot,” are sure to join the ranks of those hits.

This has been the most formative chapter in my career, and that is mainly due to the remarkable colleagues I have had the honor to lead and learn from on a daily basis. Thank you for supporting me, inspiring me, and laughing with me for the last six years — I wouldn’t have wanted to be in the trenches with anyone else.

I want to thank George Cheeks for his leadership and support through it all. There will undoubtedly be some tears as we move on, but this business is a marathon, and I am certain that we will cross paths, if not work together, again.

“Often when you think you’re at the end of something, you’re at the beginning of something else.” – Fred Rogers

With heartfelt gratitude,

Nicole

Note from George Cheeks: Co-CEO, Paramount Global and President & CEO, CBS

CBS Team,

As you saw from the email Brian, Chris and I sent earlier, this is a very difficult day at Paramount Global. I’m reaching out to share that today’s news unfortunately impacts CBS, including one of our studios.

A short time ago, we informed the team at Paramount Television Studios (PTVS) that the studio will cease operations at the end of the week. To be clear, this is not a decision based on how PTVS performed. This move is the result of significant changes in the TV and streaming marketplace and the need to streamline our company.

I want to thank PTVS President Nicole Clemens and the talented team she built for the many signature hits they produced. Under Nicole’s leadership, this studio consistently punched above its weight in attracting top storytellers and stars to create best-in-class series. I want to thank every PTVS employee for shepherding a slate of shows that helped usher Paramount into the streaming era.

Going forward, all current PTVS series and development projects will transition to CBS Studios.

In addition to PTVS, there are members of CBS teams who will be leaving the company. These are valued colleagues we admire and respect, whose talents contributed to the leadership position we enjoy today. I want to express my deepest gratitude for their contributions, hard work and dedication.

As we move forward, please keep these co-workers in your thoughts as our HR teams and their teammates help support them through this process.

There is a lot of news to unpack today. I know it’s unsettling. I continue to be impressed and grateful for our teams’ ability to stay focused and stick together during this transitional time.

George

Development Alert: MTV 80s And MTV Hits UK Have Been Merged With The EMEA Feeds

With Skydance currently undergoing a potential takeover of Paramount after receiving approval from Shari Redstone. The merged seeks reduce costs which amount to $2 billion dollars which may include retrenchment, possible sale of assets and as seen with Paramount+ content cuts.

In the UK, it had revealed by a viewer that MTV Hits and MTV 80s are both receiving the same frequencies as those seen in other parts of Europe (EMEA). For those who aren't familiar with these brands, MultiChoice once carried the pop centered MTV Hits before replacing it with jazz infused Qwest TV.

Canal+ who similar to Skydance are looking to also gobble up an existing company or in this case MultiChoice also distributes MTV Hits for consumers in Ethopia and alongside MultiChoice offer MTV, Nickelodeon and Nick Jr. 

Prior to these takeovers, Paramount was doing a lot of budget cuts take for instance the main MTV channel which had been unified across Europe. These endeavors had also reached kids brands Nickelodeon and Nick Jr. with MTV Base, BET and Nicktoons being exempted.

The UK has seen more cord cutting in recent months while Paramount only phased the localized versions of MTV's music offering. Channel 4 that serves as a local broadcaster in that market went as far as closing stations KISS, Magic, The Box and 4Music as low revenue was being generated. 

Paramount And Skydance Merger Facing A Class Action Lawsuit By A Shareholder

The suit, which was filed in Delaware court by Class B common stockholder Scott Baker, broadly alleges that controlling shareholder Shari Redstone forced through an “unfair” deal that benefits her and Paramount’s parent company National Amusements Inc (NAI) at the expense of Class B shareholders, who had no say in the deal.

The suit argues Redstone was intent on selling her interest in Paramount to Skydance “regardless of its impact on other Paramount shareholders.”

Through a unique ownership structure, the Redstone family’s holding company NAI owns 77% of the voting shares in Paramount, though it only holds a roughly 10% equity stake.

Under the proposed deal, Paramount’s Class B stockholders can cash out their shares at US$15. However, the suit alleges there isn’t enough money in the deal to buy out all of the non-NAI Class B shares. Instead, argues the suit, shareholders would get a mix of cash and Class B stock in the merged entity amounting to only US$12.23 per Class B shares.

The suit also alleges that Paramount’s board is “packed with Redstone insiders, over whom she exercises control,” and that Redstone has a history of controlling company boards and ousting directors in order to bring merger deals to fruition.

On the latter point, it cited the 2019 CBS-Viacom merger as an example of Redstone doing “everything in her power” to force a deal through, “even if it took her a couple of years and required ousting directors, packing boards of both merging companies with directors who would support her, and using NAI’s status as controlling shareholder to get what she wanted.”

In addition to Redstone, Paramount and NAI, the lawsuit also names Paramount board members Barbara Byrne, Linda Griego, Judith McHale, Charles Phillips and Susan Schuman as defendants, in addition to Skydance and its CEO David Ellison.

The filing of the lawsuit comes three weeks after Paramount and Skydance announced they had come to terms on a deal to form New Paramount following a lengthy negotiation process that saw several other bidders in the picture. The companies said they expect the transaction to close in the first half of 2025.

Through the deal, Skydance, which is backed by private equity firms RedBird Capital and KKR, will invest around US$2.4bn to acquire Paramount Global’s parent company, National Amusements, for cash and US$4.5bn for the stock/cash merger consideration to be paid for publicly traded Class A shares and Class B shares. It will also invest US$1.5bn to help improve Paramount’s balance sheet.

Ellison will serve as chairman and CEO of New Paramount, while Jeff Shell, the former NBCUniversal CEO who is currently chairman of sports and media at RedBird Capital, has been named president. Those appointments will become effective when the transaction closes.

The deal also includes a 45-day ‘go shop’ period, which allows Paramount to look for better offers before going with Skydance. However, going with another company would mean Paramount would have to pay Skydance a US$400m “breakup fee.” On Friday, billionaire Barry Diller, who emerged as a potential suitor last month, indicated that his company IAC was likely out of the running.

It had been widely assumed that the Paramount-Skydance deal would draw shareholder scrutiny and lawsuits, and there are expected to be several others filed in the coming months.

Paramount Global And Skydance Merger Will Shed $2 Billion In Cost Cutting Measures

Paramount Global parent National Amusements and Skydance Media have agreed to merge less than a month after the sides abruptly ended deal talks.

Paramount, owner of Paramount Pictures movie and television studios, the CBS television network and CBS News, announced in a news release late Sunday that it is combining with Skydance, an entertainment business founded by David Ellison, son of Oracle founder Larry Ellison. Paramount also owns the Paramount+ streaming service, Nickelodeon, BET, MTV, Comedy Central and other media brands. 

The transaction resolves months of speculation around the future of Paramount, which also reportedly attracted a $26 billion bid from a consortium including Sony Pictures and private equity firm Apollo Global Management. A range of prominent media and entertainment industry executives were also said to have expressed interest in a possible deal for Paramount.

Under the two-step deal, Skydance will first pay $2.4 billion for National Amusements, which controls 77% of the voting shares of Paramount. Shareholders with non-voting stock will receive $15 per share, or one share of non-voting stock in the new company. 

Class A shareholders other than National Amusements will receive $23 per share, or the right to get 1.5333 non-voting shares in the merged company. Paramount Global would then merge with Skydance in an all-stock transaction that values the latter at $4.75 billion.

The deal also gives other potential bidders for Paramount 45 days to submit a competing offer, an apparent effort to appease shareholders who felt Skydance's initial bid undervalued their stake in the media company. The transaction is subject to regulatory approval. 

Uniting old and new Hollywood

The deal unites Paramount — a storied movie studio dating back to 1912 that is known for film classics such as "Titanic," "The Godfather" and "Raiders of the Lost Ark," as well as franchises including "Star Trek" and "Mission Impossible" — with a relative newcomer to the entertainment industry. Since David Ellison launched Skydance in 2010, the company has produced or co-produced hit films and TV shows including "Top Gun: Maverick" and the "Reacher" streaming series. 

"This is a defining and transformative time for our industry and the storytellers, content creators and financial stakeholders who are invested in the Paramount legacy and the longevity of the entertainment economy," Ellison said in a statement. "I am incredibly grateful to Shari Redstone and her family who have agreed to entrust us with the opportunity to lead Paramount. We are committed to energizing the business and bolstering Paramount with contemporary technology, new leadership and a creative discipline that aims to enrich generations to come."

Ellison will serve as chairman and CEO of Paramount, and Jeff Shell, chairman of RedBird Sports and Media, a unit of investment firm RedBird Capital Partners, will become president. Shell is the former CEO of NBCUniversal.

Redstone's final act

For Shari Redstone, the controlling shareholder in National Amusements, the deal brings to a close her family's long stewardship of Paramount, which was built on the foundation laid by her late father, entertainment mogul Sumner Redstone. In recent years, that effort has focused on growing Paramount's streaming footprint, along with the continued expansion of its core network TV, cable and movie businesses. 

"In 1987, my father, Sumner Redstone, acquired Viacom and began assembling and growing the businesses today known as Paramount Global," Redstone said in a statement. "He had a vision that 'content was king' and was always committed to delivering great content for all audiences around the world. That vision has remained at the core of Paramount's success and our accomplishments are a direct result of the incredibly talented, creative and dedicated individuals who work at the company. Given the changes in the industry, we want to fortify Paramount for the future while ensuring that content remains king."

The merger with Skydance follows what has been a fraught negotiation in which Paramount executives sought to balance the interests of investors who own the company's voting shares — which are primarily controlled by Redstone — and investors with non-voting stock. The latter are represented by large institutional investors such as Berkshire Hathaway and Vanguard, according to financial data firm FactSet.

The deal also follows the April 29 departure of former Paramount Global CEO Bob Bakish, who was replaced by an Office of the CEO led by three division chiefs: George Cheeks, president and CEO of CBS; Chris McCarthy, president and CEO of Showtime and MTV Entertainment Studios; and Brian Robbins, president and CEO of Paramount Pictures and Nickelodeon.

After the initial deal to combine National Amusements and Skydance collapsed on June 11, Paramount's new leadership disclosed plans to cut costs by $500 million, explore a joint venture or other possible partnerships for Paramount+, and sell non-core assets. It is uncertain how that blueprint could change under Skydance's watch. 

In a call with Wall Street analysts on Monday to discuss Paramount's future, Shell said RedBird and Skydance had identified roughly $2 billion in potential cost savings.

In its most recent quarter, Paramount reported an operating loss of $417 million on revenue of $7.6 billion, compared with a loss of $1.2 billion on revenue of $7.2 billion in the year-ago period. Skydance, which is privately held, expects its annual revenue to reach $1 billion in 2024, according to The Wall Street Journal. 

The sale of Paramount also highlights ongoing consolidation within the media space as industry stalwarts like Paramount and CBS seek to compete with much larger competitors, including technology and entertainment companies. 

Skydance Media Gets Board Committee Approval For Control Of Paramount Global After Lengthy Chase

David Ellison‘s Skydance Media has gained a key approval vote for the company’s proposed acquisition of Paramount Global controlling shareholder National Amusements Inc. after seven months of talks.

The deal was blessed Sunday by a special committee of Paramount’s board of directors, a person familiar with the matter told Deadline. A formal announcement is expected as soon as Monday morning.

Bloomberg News earlier Sunday was the first to report on the special committee vote.

While the board committee action is a milestone, one of the features of the current agreement is a 45-day “go-shop” provision, which allows NAI chief Shari Redstone to field alternative offers. Apollo Global Management, Barry Diller and Edgar Bronfman Jr. are among those who have explored bids. Apollo, both on its own and in partnership with Sony Pictures, has submitted formal offers in recent months but they haven’t gained much traction.

Under terms of the Skydance agreement, Redstone and her family will receive $1.75 billion, with additional funds going toward Paramount debt repayment. The transaction is expected to be the first of two parts, with a full merger between Skydance and Paramount Global to follow. NAI controls nearly 80% of Paramount’s Class A, or voting, shares. It holds only about 10% of its equity value, with that disparity adding to the complexity of deal negotiations in recent months.

Skydance is a longtime partner with Paramount Pictures as a co-financier on marquee franchises like Mission: Impossible, Star Trek, Transformers and Top Gun. Along with the 112-year-old movie studio, Skydance will gain control of a portfolio including CBS, Nickelodeon and Paramount+. Unlike other bidders aiming to break up the company, Skydance is seen as wanting to preserve the entity in much the same shape as it currently exists, though there will undoubtedly be significant cost cutting. That strategic vision helps explain Redstone’s longtime preference for Skydance over some other suitors, according to sources familiar with the deal talks.

Less than a month ago, it seemed that any hope of the parties reaching a deal had evaporated. Redstone pulled out of a planned deal at the 11th hour over concerns regarding her net proceeds and exposure to shareholder lawsuits. While earlier Skydance overtures caused Paramount’s already battered stock to sink even lower due to concerns about shareholder dilution, the most recent go-round has boosted the share price. In Hollywood and media circles, the Paramount M&A watch has punctuated a period marked by existential anxiety and fears emerged of another major studio poised to disappear in the wake of Fox’s absorption by Disney.

Ellison and his backers (reportedly including his father, billionaire Oracle founder Larry Ellison) were undaunted by Redstone’s last-minute reversal in June. Parting with the media empire built by her father, Sumner Redstone, has never been an easy process. Shari Redstone, after taking the reins a decade ago as Sumner Redstone’s health declined, succeeded with signature initiative, bringing Viacom and CBS back under the same corporate umbrella after multiple attempts. The merger of the companies into what is now Paramount Global closed in December 2019.

The triumph of shepherding the merger turned out to be short-lived, with Covid and numerous other difficulties piling up as two companies became one. Today, Paramount faces considerable challenges on many fronts. The company, which is a fraction of the size of top media rivals Disney and Comcast, is straining to make a profit in streaming as it confronts secular declines in its linear TV business and an unsettled moviegoing climate. While Paramount shares have enjoyed an uptick on the merger news, they are still worth less than one-third what they were when Viacom and CBS came together.

As the company has explored various M&A scenarios, it has also jettisoned longtime CEO Bob Bakish in favor of a tripartite Office of the CEO consisting of veteran execs George Cheeks, Chris McCarthy and Brian Robbins. At the company’s annual shareholder meeting and a subsequent town hall with employees last month, the execs laid out their strategy, which consists of reducing expenses (targeting $500 million in annual cost savings), maximizing the asset portfolio and exploring streaming partnerships or joint ventures. Just before the most recent Skydance news broke last week, there were reports of Paramount in talks to sell BET and discussing a streaming partnership with a third party.

“While we recognize that this is not a traditional management structure, we are confident that it will enable them to move quickly to implement best practices throughout the company and to drive improved performance,” Redstone said at the annual meeting.

As the Office of the CEO gets set to pass the baton (former NBCUniversal CEO Jeff Shell is waiting in the wings as part of the Skydance bid), yet another round of downsizing will reshape the company’s workforce. At the end of 2023, the company had 21,900 full- and part-time employees.

“We’d like to take a moment to acknowledge the challenges of all the M&A speculation surrounding our company,” Robbins said during the town hall. “We know what a difficult and disruptive period it has been. And while we cannot say that the noise will disappear, we are here today to lay out a go-forward plan that can set us up for success no matter what path the company chooses to go down.”

Paramount And Skydance Are Said To Reach A Deal To Merge

Just weeks after Paramount’s controlling shareholder and Skydance abruptly ended merger talks, the two sides have reached a preliminary deal to create a new Hollywood giant, four people familiar with the negotiations said Tuesday.

The agreement will still have to be approved by a special committee of Paramount’s board of directors, said the people, who spoke on the condition of anonymity as talks resumed.

Paramount — the parent company of CBS, MTV and Nickelodeon — and Skydance, the up-and-coming movie studio that helped produce “Top Gun: Maverick,” called off talks in June just before a scheduled vote on a merger. While the two sides had agreed on economic terms, Shari Redstone, Paramount’s controlling shareholder through its parent company, National Amusements, had clashed with Skydance in the final weeks of negotiations.

But the two sides have continued to talk, and now the Paramount board committee will evaluate whether new terms will be sufficiently palatable for shareholders, some of whom pushed back significantly against the last proposed deal. One likely point of focus will be the extent of protection offered to National Amusements in event of shareholder lawsuits.

In this latest deal, National Amusements’ equity would be valued at $1.75 billion, up slightly from $1.7 billion in the transaction’s last incarnation, three of the people said.

Shari Redstone, Paramount End Talks With Skydance

After months of negotiations, Paramount‘s controlling shareholder Shari Redstone has broken off merger talks with David Ellison‘s Skydance, according to the WSJ.

The two sides have been deep in discussions during and after a one-month exclusive negotiating period in April and Redstone at one point had favored the deal, which would have paid her a premium, and kept the businesses together, at least initially. The transaction was for Skydance to acquire Redstone’s family holding company NAI, which controls Paramount, and then see Par and Skydance merge.

As of this weekend talks were intense but there were a few major sticking points, one said to be over which party party would assume legal liabilities in the case of shareholders lawsuits.

Paramount Global stockholders vocally disliked the deal from the start and threatened to sue. Skydance, backed by Larry Ellison and Gerry Cardinale’s RedBird Capital, revised the deal several times to sweetened the pot for them, but they still weren’t enamored.

Meanwhile, a few other bidders had emerged to acquire Shari Redstone’s controlling stake in a deal that would be a change of control of the publicly traded company, but not a merger. Producer Steven Paul put together a group of deep-pocketed investors and is interested. And former Universal chief Edgar Bronfman, Jr., backed by Bain Capital, is also looking at a deal.

Paramount And Skydance Media Agree To Terms Of A Merger, Awaiting Approval

Paramount and Skydance have agreed to terms of a merger. A deal could be announced in the coming days, he said.

A Paramount special committee and the buying consortium — David Ellison's Skydance, backed by private equity firms RedBird Capital and KKR — agreed to the terms. The deal is awaiting signoff from Paramount's controlling shareholder, Shari Redstone, who owns National Amusements, which owns 77% of class A Paramount shares, Faber said Monday.

The agreement terms come after weeks of discussion and a recent competing offer from Apollo Global Management and Sony Pictures.

"We received the financial terms of the proposed Paramount/Skydance transaction over the weekend and we are reviewing them," said a National Amusements spokesperson.

The deal currently calls for Redstone to receive $2 billion for National Amusements, Faber reported Monday. Skydance would buy out nearly 50% of class B Paramount shares at $15 apiece, or $4.5 billion, leaving the holders with equity in the new company.

Skydance and RedBird would also contribute $1.5 billion in cash to Paramount's balance sheet to help reduce debt.

Following the deal's close, Skydance and RedBird would own two-thirds of Paramount, and the class B shareholders would own the remaining third of the company, Faber reported. The negotiated terms were reported earlier by The Wall Street Journal.

The deal will not require a vote from the shareholders, which was part of the negotiations, Faber reported. Paramount's annual shareholder meeting will take place on Tuesday.

The deal is valued at $8 billion, an increase from the $5 billion offer on the table earlier. Under those earlier terms, Redstone would have received less than $2 billion for her stake, and the class B shareholders would have been bought out at a nearly 30% premium at $11 a share.

In early May, Apollo and Sony formally expressed interest in acquiring Paramount for about $26 billion. However, Redstone has favored a deal that would keep Paramount together, and Apollo and Sony planned to break up the company.

In addition to the twists and turns of the negotiations with buyers, Paramount's C-suite has also undergone a shakeup in recent months.

Bob Bakish stepped down as CEO in late April and was replaced by what the company calls the "Office of the CEO." Paramount is now led by three executives: George Cheeks, CBS president and CEO; Chris McCarthy, president and CEO of Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, the head of Paramount Pictures and Nickelodeon.

Skydance Media Plans To Merge Their Operations With Paramount Global, Could This Have An Everlasting Affect On Nickelodeon And MTV?

As some readers are aware, Shari Redstone is looking to sell her shares in Paramount Global home to MTV and Nickelodeon. Currently, Skydance Media and Sony Pictures Television in a joint bid with Apollo Global Management are battling it out.

The Sony-Apollo deal has garnered a lot of media scrutiny as insiders report a possible dismemberment of their linear portfolio. With Paramount Studios being merged onto Sony Pictures Television current offering and studio lots auctioned off.

Skydance Media proposal is said to be favorable because unlike Sony-Apollo they wouldn't go through any regulatory hurdles for foreign ownership. Their plan would be to merge their operations with Paramount Global of course the finer details haven't been outlined. 

From what several sources uncovered, Skydance Media is planning to merge/bundle Paramount+ with another streaming service. It is no secret that Netflix and Disney+ have been edging out the competition so it's likely they're looking after Paramount’s interests. 

Skydance Media has worked with Paramount Global on several projects such as Mission: Impossible, Transformers, Top Gun, Jack Reacher and Star Trek.

If anything, we presume a possible merger between Skydance Media and Paramount Global could lead to a reduction of content or at least for its linear portfolio. As mentioned, Skydance wants to merge Paramount+ with another streaming service. 

On top of that they've got several projects in development and with Paramount Pictures they'll expand on that. Prior to acquisition talks, Netflix had licensed various content from Nickelodeon like Saving Bikini Bottoms: The Sandy Cheeks Movie and Fairly OddParents: A New Wish.

Although Sony-Apollo would lead to the purging of TV channels outside of regulatory confinement. These channels could lose credibility under Skydance Media and serve as second fiddle to the endeavors licensed to Netflix or even Apple TV+.

Skydance Sweetens Offer For Paramount Global

David Ellison’s Skydance has sweetened its offer to acquire Paramount Global, Deadline has learned, in an attempt to make it more palatable to the company’s Class B stockholders after they trashed the outlines of a previous deal and threatened to sue.

Ellison’s original offer was to buy out Par’s controlling shareholder Shari Redstone for a significant premium, resulting in a windfall for her, and then merge Skydance into Paramount keeping the combined company public. Stockholders wanted to be bought out at a premium as well.

Skydance, backed by Oracle co-founder Larry Ellison and Gerry Cardinale’s RedBird Capital, sweetened the offer once late last month — offering to buy out a certain number of Class A voting shares from stockholders other than Redstone — as an exclusive monthlong negotiating period with Par ended. But it wasn’t enough to woo holders of the Class B non-voting stock, who are the majority of shareholders.

As the Skydance exclusive talks ended with no deal, Sony jumped in for a $26 billion bid with private equity giant Apollo, that was later downsized in some fashion as Sony signed a non-disclosure agreement with with Par about two weeks ago that would let SPE access Par’s books and talks to start in earnest. Those conversations were not exclusive, however, and Skydance remained very much in the mix, continuing to talk with Par as well.

The issue for Sony is not shareholders but regulators. Foreign ownership rules likely prevent Sony from owning CBS broadcast assets, which likely why its offer became more targeted. But it might not be a cakewalk to merge two major studios either. Skydance is safer, more certain on the regulatory front and wouldn’t require a prolonged review amid possible opposition that can drag a deal out and sometimes end without one.

All offers are being evaluated by a special committee of Paramount’s board of directors. Three on that committee — Dawn Ostroff, Nicole Seligman and Frederick Terrell — will formally exit the board as of the company’s annual shareholder meeting next Tuesday. Another board memeber, Robert Kieger, will also be leaving. Par announced the upcoming departures — which will leave it with a greatly downsized board — earlier this year to widespread speculation on what it meant for a deal.

Par hasn’t said whether the three had continued to serve actively on the pared down committee after their pending departures were announced or what the committee composition is now, or will be after the meeting where shareholders vote for directors among other issues on the agenda. The committee in any case is just there for a recommendation, with Redstone the decider and, some feel, a wildcard.

Says one source with knowledge of the dealings, “At the end of the day, whatever the committee recommends to Shari, it’s up to her to decide. A deal’s not a deal without her.”

Hollywood insiders favor a Skydance deal over a Sony/Apollo takeover of Paramount Global. The reduction of a major studio strikes fear throughout the exhibition sector that fewer event films would exist in the long run, the sector currently weathering the aftermath of Covid, two strikes and a Disney-Fox merger which has reduced the supply of movies at multiplexes.

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.