Paramount (PARA) shares surged as much as 9% on Monday after CNBC said the legacy media giant has reached an $8 billion takeover agreement with David Ellison’s Skydance Media.
The deal must first be approved by Shari Redstone, who controls Paramount through her family’s holding company National Amusements. Last week, an independent special committee of Paramount’s board recommended the deal.
We received the financial terms of the proposed Paramount/Skydance transaction over the weekend and we are reviewing them, National Amusements said in a statement to Yahoo Finance.
The update comes after months of back and forth talks between Paramount and interested parties that’s included not only Skydance but also Sony Pictures Entertainment and private equity firm Apollo Global Management, along with Warner Bros. Discovery (WBD), media mogul Byron Allen, and Hollywood producer Steven Paul. (Disclosure: Yahoo Finance is owned by Apollo.)
As part of the two-step deal, Shari Redstone will sell her National Amusements’ controlling stake in Paramount to Skydance Media for around $2 billion, according to CNBC. National Amusements owns approximately 10% of Paramount’s equity capital value and maintains 77% of voting shares.
Skydance, which is backed by private equity firms RedBird Capital and KKR, will then merge its studio business with Paramount’s at a reported price that values the legacy media giant at just under $5 billion. Skydance and its affiliates will also offer a cash injection of $1.5 billion to help pare down Paramount’s debt.
Skydance will reportedly purchase about half of Paramount’s nonvoting shares for $4.5 billion, or about $15 a share. As first reported by the Wall Street Journal, nonvoting shareholders will have the option to cash out about half of their stock at the $15 premium with the remaining shares converted into shares of the newly merged company.
A separate report from Bloomberg said investors in Paramount’s voting stock, outside of the Redstone family, will be offered a price of $23 a share.
At the close of the merger, which is valued at $8 billion, Skydance and RedBird will own two-thirds of the company with the remaining third owned by the nonvoting shareholders.
Skydance revised its offer multiple times after nonvoting shareholders expressed concerns over the terms of its first deal, which was valued at $5 billion. Nonvoting shareholders said that unfairly benefited Redstone at the expense of other investors.
Amid the turmoil, Paramount announced the departure of its CEO Bob Bakish in late April after he was reportedly at odds with Redstone over the Skydance deal. He’s since been replaced by an Office of the CEO consortium made up of three company division heads.
Paramount’s annual shareholder meeting will take place on Tuesday morning.
