# Proposed merger of Skydance Media and Paramount Global

On July 7, 2024, American media companies Skydance Media and Paramount Global announced a definitive agreement to merge in a deal valued at $8 billion, forming a new entity known as "Paramount Skydance Corporation". The agreement values the newly formed entity at approximately $28 billion. The transaction is currently expected to close on April 7, 2025. In 2023, after grappling with debt and striving to remain competitive in the entertainment industry, Paramount's parent company, National Amusements, explored potential merger and acquisition opportunities for Paramount Global. Numerous prominent companies, such as Sony Pictures, Warner Bros. Discovery, Apollo Global Management, Edgar Bronfman Jr., Allen Media Group, and Skydance Media, had indicated their interest in exploring potential business partnerships or purchasing the company. After first coming to a merger deal with Skydance, Paramount and Skydance canceled the proposed merger on June 11 due to unsatisfactory conversations. Following a break in the talks, Skydance was able to reach a preliminary agreement on July 2, 2024, to perform a 3-way merger between it, National Amusements, and Paramount to establish what was then known as "New Paramount". After the merger closes, Skydance Media CEO David Ellison will become the chairman and CEO of the combined company and Jeff Shell will be the president.

## Background

Paramount Global has faced significant financial challenges, worsened by losses in its streaming services, declining viewership across cable networks, and substantial debt management issues. National Amusements president Shari Redstone had expressed interest in selling her controlling stake in Paramount Global in December 2023 to Skydance. Redstone had been very particular about maintaining the integrity of Paramount Global's assets, especially CBS and Paramount Pictures. The media landscape was evolving rapidly, with Paramount struggling to compete against media giants like Netflix, Amazon, and The Walt Disney Company.
According to reports, Bob Bakish, the president and CEO of Paramount Global, and David Zaslav, the CEO of Warner Bros. Discovery, met on December 20, 2023, to examine the possibility of a merger. While representatives for the two businesses said that negotiations were in the early stages and would not guarantee a deal, it was revealed through insider sources that Zaslav was "not in deal mode".

### Initial talks

According to reports on January 10, 2024, Skydance Media was considering making an all-cash bid of $2.5 billion for Paramount Global, while National Amusements was reportedly considering a deal or merger. Warner Bros. Discovery had ended the merger negotiations with Paramount on February 27, 2024.
Skydance was approached by Paramount and National Amusements on April 2, 2024, regarding an exclusive acquisition window agreement. David Ellison and Shari Redstone aimed for a three-way deal involving the corporations. On April 18, 2024, Sony Pictures Entertainment and Apollo Global Management were considering making a bid to acquire Paramount Global.
On April 29, 2024, Bakish stepped down from his role as President and CEO. Reports characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal. He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy. According to SEC standards, McCarthy had to be named as the company's "interim principal executive officer" in order for one person to oversee "the normal course of business".
Sony and Apollo Global Management made Paramount a non-binding bid on May 2 for a $26 billion all-cash deal. Even though Skydance was still interested in purchasing Paramount, its exclusive negotiation window expired on May 3, 2024, and it was not extended. When the board members of Paramount gathered together the next day to discuss taking a "go-shop" approach to other bids of this like, they finally agreed to start negotiating with Sony and Apollo's offer while continuing to have non-exclusive conversations with Skydance. In an effort to forward their proposal, Sony and Apollo signed non-disclosure agreements before May 17 that permitted them to look into Paramount's confidential financial data. But at that same time, it was said that the businesses were reconsidering their strategy for a purchase involving the company's assets and were pulling back from their all-cash offer.
Skydance announced in late May that it would rework its offer to buy National Amusements, paying $2.25 billion and requiring that the company accept $1.5 billion in debt reduction funds, as reported by The Wall Street Journal, and that Paramount's shareholders receive $4.5 billion in cash. Paramount and Skydance had reached a merger agreement by June 3. An announcement of the final agreement was anticipated in the next few days. Redstone's National Amusements had not, however, officially approved the sale at that point.
Redstone was reportedly displeased with the revised terms, as she would now receive less money for her shares. Skydance also wanted Redstone to assume legal liabilities in the case of lawsuits by shareholders who were unhappy with the deal. She considered a sale of her company to another bidder, with such names as writer and producer Steven Paul, businessman Edgar Bronfman Jr., Bain Capital, Patrón Tequila founder John Paul DeJoria and businessman and former Paramount Pictures CEO Barry Diller in the running. On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount.

## Deal

On July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount. The deal was referred by National Amusements to Paramount's special committee. The leadership team at Skydance approved of the possible sale of a number of Paramount properties that were judged "not strategic" for their goals, including BET and others. According to reports, Paramount started negotiations to sell BET Networks for $1.6–$1.7 billion to purchasers led by Scott Mills, the CEO of the business.
On July 7, 2024, Paramount's board approved the deal to merge with Skydance. The deal will close in two phases: first, a group of investors from Skydance will pay $2.4 billion in cash to purchase National Amusements, the parent company of Paramount Global; second, Paramount Global will pay its Class A and Class B stockholders $4.5 billion in cash and shares. In addition, Paramount will add $1.5 billion in primary capital to its balance sheet. The second phase will see an all-stock merger between Skydance Media and Paramount, valued at $4.75 billion. Equity holders in Skydance will get 317 million Class B shares, with a market value of $15 per share. Paramount Global would have 45 days to look for better or matching offers from other bidders before finalizing. If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company.
According to Paramount Global, the merger will inject significant capital into Paramount, helping to address its debt and enabling investments in new content and technologies. It will support Paramount Global's expansion into other entertainment industries, such as animation, sports and video games, where it currently has less presence. Ellison's vision is for the new company "to be both a media and technology enterprise". Skydance will benefit from greater resources and infrastructure, allowing it to produce more large-scale content. Additionally, Skydance will gain from Paramount's brands, intellectual property, and distribution network.
The deal is expected to close in the first half of 2025, pending required regulatory approvals, according to reports. If the deal isn't closed by April 7, 2025, subject to two automatic 30 day extensions, or if the deal is blocked by a government regulator, either party can end the deal, with Paramount having to pay a $400 million termination fee.
The SEC and the European Commission (EC) approved the transaction in February 2025. The transaction remains under review by the Federal Communications Commission (FCC) as of February 2025. Paramount said in February 2025 it still expected the transaction to close within the first half of the year.

### Merged assets

Skydance Media and Paramount Global have been collaborating on multiple films since they signed a five-year (since extended) partnership to co-produce and co-finance films with Paramount Pictures in 2009. Both companies co-own and produce numerous franchises, such as Top Gun, Mission: Impossible, Transformers film rights (co-owned by Hasbro), and Star Trek. Skydance aims to integrate its animation studio, Skydance Animation, with Paramount Animation and Nickelodeon franchises, including SpongeBob SquarePants and Avatar: The Last Airbender, to expand content offerings. With Paramount's acquisition, Skydance will enter multiple markets, including broadcasting with CBS Entertainment, music with Paramount Music, home media with Paramount Home Entertainment and streaming services with Paramount+.

#### Key assets

Paramount Skydance Corporation :
| Skydance Media | Paramount Global |
| Skydance Animation Skydance Animation Madrid Skydance Interactive Skydance New Media Skydance Productions Skydance Sports Skydance Television | CBS Entertainment CBS CBS News CBS Sports The CW (12.5%) BET Media Group BET VH1 CBS Studios CBS Media Ventures Big Ticket Television Paramount Pictures Nickelodeon Movies Paramount Animation Paramount Players Miramax (49%) United International Pictures (50%) Paramount Home Entertainment Paramount Music Paramount Media Networks Comedy Central CMT MTV Logo Paramount Network Pop Smithsonian Channel TV Land Showtime Networks MTV Entertainment Studios Nickelodeon Group Nickelodeon Productions AwesomenessTV Paramount Consumer Products Paramount Streaming Pluto TV CBS Sports HQ Paramount+ |

## Reception

There was opposition from Hollywood producers and creatives such as James Cameron, regarding the possible sale of Paramount to Sony Pictures. The main concerns revolved around the potential reduction in the number of studios producing content, which could have limited opportunities for writers and producers. The Writers Guild of America (WGA) had also voiced concerns about the consolidation trend in Hollywood, arguing that it could possibly lead to fewer choices and less diversity in content. Creatives like Jane Fonda and John Krasinski have voiced their support for David Ellison, while Mark Wahlberg described a merger with Skydance as a "win for the industry".