After months of talks, Paramount and Skydance merger falls apart

A little over a week after reports surfaced that Paramount Global and Skydance had finally agreed to terms of a merger, that deal appears to have completely fallen apart.



Back on June 3, CNBC’s David Faber reported the deal was essentially finalized, with a formal announcement expected in the coming days. Shari Redstone, owner of National Amusements and the controlling shareholder of Paramount was said to be reviewing the proposal. (Redstone had been a backer of Skydance’s bid for some time.) “We received the financial terms of the proposed Paramount/Skydance transaction over the weekend, and we are reviewing them,” National Amusements said at the time in a statement shared with Fast Company . Now, National Amusements says that the deal is off, according to reports .



The deal would have reportedly seen Skydance buy National Amusements, then Paramount would acquired Skydance, putting Skydance CEO David Ellison in charge. Redstone would have walked away with around $2 billion. Holders of the company’s Class B stock would have had the choice to receive $15 per share or an equity stake of the new company.



Shareholders who didn’t sell their current holdings would have ultimately owned one-third of the new company’s outstanding shares. The remainder would have been held by Skydance and RedBird Capital, a private equity firm that was backing Ellison’s bid for Paramount. Skydance and RedBird were slated to invest $1.5 billion in the new company to reduce debt.



The overall value of the deal would have been $8 billion, a considerable increase from the earlier offer of $5 billion. The Paramount-Skydance merger wouldn’t have required a vote from shareholders, Faber reported. (Skydance, in buying National Amusements, would have instantly received a controlling interest in Paramount.) 



In a statement, National Amusements said the two companies were not “able to reach mutually acceptable terms” and thanked Skydance for its time. “National Amusements is grateful to Skydance for their months of work in pursuing this potential transaction and looks forward to the ongoing, successful production collaboration between Paramount and Skydance,” read the statement. National Amusements also said it “supports the recently announced strategic plan being executed by Paramount’s Office of the CEO as well as their ongoing work and that of the Company’s Board of Directors to continue to explore opportunities to drive value creation for all Paramount shareholders.”



According to unnamed sources interviewed by the New York Times , “Redstone was irked that Skydance’s revised terms reduced the value of National Amusements to $1.7 billion from $2 billion.” She also reportedly wanted Skydance to provide legal protection in case investors decided to sue.



The search for a buyer at Paramount has been a winding one. Warner Bros. Discovery was widely expected to purchase the company at the start of the year but paused negotiations in late February , effectively dropping out of the race.



Skydance, in April, became the leading candidate, to the point where the entertainment company paused talks with all suitors for 30 days to focus on those negotiations. Things didn’t go as smoothly as anticipated, however.



In late April, Paramount CEO Bob Bakish left the company in opposition of the deal. And in May, Skydance made what it called its “best and final” offer. The Paramount board opted to let the exclusive negotiating period end , which indicated it wasn’t interested.



That opened things up for a nonbinding $26 billion offer from Sony and Apollo Global Management. Redstone was said not to be in favor of the terms of that deal, however, which hurt its chances. The Sony deal also faced a hurdle, in that foreign owners, such as the Japanese consumer electronics brand, are not allowed to hold licenses for U.S. broadcast stations, such as the CBS-owned ones in the Paramount portfolio. Even if the board had approved that offer, the deal would have needed the green light from the Committee on Foreign Investment.



Shares of Paramount Global fell nearly 8% Tuesday to about $11 per share on news of the deal falling apart. That’s far below the stock’s all-time high of $97.35, which was hit on March 19, 2021. 



Update, June 11, 2024: This article has been updated with information about the end of deal talks.