Paramount’s board approves bid by David Ellison’s Skydance Media in sweeping Hollywood deal

Tech scion David Ellison’s months-long quest to win control of Paramount Global moved closer to the finish line Sunday, in a deal that marks a new chapter for the long-struggling media company and parent of one of Hollywood’s oldest movie studios.

Paramount Global board members on Sunday approved the bid by Ellison’s Skydance Media and its backers to buy the Redstone family’s Massachusetts holding firm, National Amusements Inc., said two sources close to the deal who were not authorized to comment.

A spokesperson for Paramount declined to comment.

The Redstones’ voting stock in Paramount would be transferred to Skydance, giving Ellison, son of billionaire Oracle Corp. co-founder Larry Ellison — a key backer of the deal — control of a media operation that includes Paramount Pictures, broadcast network CBS and cable channels MTV, Comedy Central and Nickelodeon.

The proposed $8.4 billion multipronged transaction also includes merging Ellison’s production company into the storied media company, giving it more heft to compete in today’s media environment.

The agreement, which mints Ellison as a Hollywood mogul, came together during the last two weeks as Ellison and his financing partners renewed their efforts to win over the Redstone family and Paramount’s independent board members.

Shari Redstone has long preferred Ellison’s bid over other those of potential suitors, believing the 41-year-old entrepreneur possesses the ambition, experience and financial heft to lift Paramount from its doldrums.

But, in early June, Redstone got cold feet and abruptly walked away from the Ellison deal — a move that stunned industry observers and Paramount insiders because it was Redstone who had orchestrated the auction.

Within about a week, Ellison renewed his outreach to Redstone. Ellison ultimately persuaded her to let go of the entertainment company her family has controlled for nearly four decades. The sweetened deal also paid the Redstone family about $50 million more than what had been proposed in early June. On Sunday Paramount’s full board, including special committee of independent directors, had signed off on the deal, the sources said.

Under terms of the deal, Skydance and its financial partners RedBird Capital Partners and private equity firm KKR have agreed to provide a $1.5-billion cash infusion to help Paramount pay down debt. The deal sets aside $4.5 billion to buy shares of Paramount’s Class B shareholders who are eager to exit.

The Redstone family would receive $1.75-billion for National Amusements, a company that holds the family’s Paramount shares and a regional movie theater chain founded during the Great Depression, after the firm’s considerable debts are paid off.

The proposed handoff signals the end of the Redstone family’s nearly 40-year reign as one of America’s most famous and fractious media dynasties. The late Sumner Redstone’s National Amusements was once valued at nearly $10 billion, but pandemic-related theater closures, last year’s Hollywood labor strikes and a heavy debt burden sent its fortunes spiraling.

In the last five years, the New York-based company has lost two-thirds of its value. Its shares are now worth $8.2 billion based on Friday’s closing price of $11.81 a share.

The struggles in many ways prompted Shari Redstone to part with her beloved family heirloom. Additionally, National Amusements was struggling to cover its debts, and the high interest rates worsened the outlook for the Redstone family.

Paramount boasts some of the most historic brands in entertainment, including the 112-year-old Paramount Pictures movie studio, known for landmark films such as “The Godfather” and “Chinatown.” The company owns television stations including KCAL-TV (Channel 9) and KCBS-TV (Channel 2). Its once-vibrant cable channels such as Nickelodeon, TV Land, BET, MTV and Comedy Central have been losing viewers.

The handover requires the approval of federal regulators, a process that could take months.

In May, Paramount’s independent board committee said it would entertain a competing $26-billion offer from Sony Pictures Entertainment and Apollo Global Management. The bid would have retired all shareholders and paid off Paramount’s debt, but Sony executives grew increasingly wary of taking over a company that relies on traditional TV channels.

Earlier this year, Warner Bros. Discovery expressed interest in a merger or buying CBS. However, that company has struggled with nearly $40 billion in debt from previous deals and is in similar straits as Paramount. Media mogul Byron Allen has also shown interest.

Many in Hollywood — film producers, writers and agents — have been rooting for the Skydance takeover, believing it represents the best chance to preserve Paramount as an independent company. Apollo and Sony were expected to break up the enterprise, with Sony absorbing the movie studio into its Culver City operation.

The second phase of the transaction will be for Paramount to absorb Ellison’s Santa Monica-based Skydance Media, which has sports, animation and gaming as well as television and film production.

Ellison is expected to run Paramount as its chief executive. Former NBCUniversal CEO Jeff Shell, who’s now a RedBird executive, could help manage the operation. It’s unclear whether the Skydance team will keep on the three division heads who are now running Paramount: Paramount Pictures CEO Brian Robbins, CBS head George Cheeks and Showtime/MTV Entertainment Studios chief Chris McCarthy.

Skydance has an existing relationship with Paramount. It co-produced each film in the “Mission: Impossible” franchise since 2011’s “Mission: Impossible — Ghost Protocol,” starring Tom Cruise. It also backed the 2022 Cruise mega-hit “Top Gun: Maverick.”

Ellison first approached Redstone about making a deal last summer, and talks became known in December.

Redstone long viewed Ellison as a preferred buyer because the deal paid a premium to her family for their exit. She also was impressed by the media mogul , believing he could become a next-generation leader who could take the company her father built to a higher level, according to people knowledgeable of her thinking.

Larry Ellison is said to be contributing funding to the deal.

David Ellison was attracted to the deal because of his past collaborations with Paramount Pictures and the allure of combining their intellectual properties as well as the cachet of owning a historic studio, analysts said. Paramount’s rich history contains popular franchises including “Transformers,” “Star Trek,” “South Park” and “Paw Patrol.”

“Paramount is one of the major historic Hollywood studios with a massive base of [intellectual property], and so it seems to us that it’s more about using the capital that Ellison has and what he’s built at Skydance and leveraging that into owning a major Hollywood studio,” Brent Penter, senior research associate at Raymond James, said prior to the deal. “Not to mention the networks and everything else that Paramount has.”

The agreement prepares to close the books on the Redstone family’s 37-year tenure at the company formerly known as Viacom, beginning with Sumner Redstone’s hostile takeover in 1987.

Seven years later, Redstone clinched control of Paramount, after merging Viacom with eventually doomed video rental chain Blockbuster to secure enough cash for the $10-billion deal. Redstone long viewed Paramount as the crown jewel, a belief that took root a half-century ago when he wheeled-and-dealed over theatrical exhibition terms for Paramount’s prestigious films to screen at his regional theater chain.

Under Redstone’s control, Paramount won Academy Awards in the ’90s for “Forrest Gump” and “Saving Private Ryan.”

He pioneered the idea of treating films as an investment portfolio and hedging bets on some productions by taking on financial partners — a strategy now widely used throughout the industry.

The late Sumner Redstone and his daughter Shari Redstone have owned a controlling interest in Viacom, which was rebranded as Paramount, through their family holding company, National Amusements Inc., since 1987.

(Katy Winn/Invision/Associated Press)

In 2000, Redstone expanded his media empire again by acquiring CBS, a move that made Viacom one of the most muscular media companies of the time, rivaling Walt Disney Co. and Time Warner Inc. Just six years later, Redstone broke it up into separate, sibling companies, convinced that Viacom was more precious to advertisers because of its younger audience. Redstone also wanted to reap dividends from two companies.

After years of mismanagement at Viacom, which coincided with the elder Redstone’s declining health, and boardroom turmoil, his daughter stepped in to oust Viacom top management and members of the board. Three years later, following an executive misconduct scandal at CBS, Shari Redstone achieved her goal by reuniting CBS and Viacom in a nearly $12-billion deal.

The combined company, then called ViacomCBS and valued at more than $25 billion, was supposed to be a TV juggernaut, commanding a major percentage of TV advertising revenue through the dominance of CBS and more than two dozen cable channels.

But changes in the TV landscape took a toll.

As consumer cord-cutting became more widespread and TV advertising revenue declined, ViacomCBS’ biggest asset became a serious liability.

The company was late to enter the streaming wars and then spent heavily on its Paramount+ streaming service to try to catch up with Netflix and even Disney. (In early 2022, the company was renamed Paramount Global in a nod to its moviemaking past and to tie in with its streaming platform of the same name.)

The company’s eroding linear TV business and the decline of TV ad revenue, as well as its struggles trying to make streaming profitable, will be major challenges for Ellison as he takes over Paramount. Though traditional TV is declining, it still brings in cash for Paramount.

And streaming is a whole different economic proposition from television, one that offers slimmer profits. Meanwhile, the company also faces larger industry questions about when — if ever — box office revenue will return to pre-pandemic levels.

“This is a company that is floating on hope,” said Stephen Galloway, dean of Chapman University’s Dodge College of Film and Media Arts. “And hope isn’t a great business strategy.”