Shari Redstone, non-executive chairwoman of Paramount Global, attends the Allen & Co. Media and Technology Conference in Sun Valley, Idaho, July 11, 2023.
David A. Grogan | CNBC
Sony Pictures and private equity firm Apollo Global Management have sent a letter to the Paramount Global board expressing interest in acquiring the company for about $26 billion, according to people familiar with the matter.
The expression of formal interest comes as David Ellison’s Skydance Media, backed by private equity firms RedBird Capital and KKR, awaits word from Paramount’s special committee on whether the panel will recommend its bid to acquire the company to controlling shareholder Shari Redstone.
Skydance Media hasn’t heard anything from the special committee yet, though it expects to find out the special committee’s recommendations on next moves as early as Thursday, according to people familiar with the matter. Paramount’s panel could recommend approving Skydance’s offer or rejecting it, or it could come back to the Skydance consortium with alternatives or changes.
Spokespeople for Paramount, Redstone’s National Amusements, the special committee and Skydance declined to comment. Sony and Apollo did not immediately respond to requests for comment.
Paramount’s options
If the special committee wants to continue negotiating with Skydance, or Redstone wants more time to consider her options while still talking to Ellison’s company, the sides could extend an exclusivity window that ends Friday. It’s also possible Skydance could walk away from the deal, which it has been negotiating on for months.
If Skydance walks away, Redstone could turn her attention to negotiating a deal with Sony and Apollo, which would give all common shareholders a premium payout on their shares.
Paramount Global shares jumped more than 12% on the news that Sony and Apollo submitted a letter formalizing its interest, earlier reported by The New York Times and The Wall Street Journal.
Redstone initially rejected an offer by Apollo in favor of exclusive talks with Skydance. Redstone still prefers a deal that would keep Paramount together, as Skydance’s offer would, a person familiar with the matter said. A private equity firm would likely tear the company apart through a series of divestitures to extract value.
The Sony-Apollo offer would make the former the majority shareholder and the latter a minority holder, according to a person familiar with the letter. That could also assuage Redstone’s fears that a new buyer could break apart the company, because Sony is another large Hollywood player and the owner of Sony Pictures.
A $26 billion offer for Paramount Global values the company higher than the company’s current $22 billion enterprise value.
Still, the special committee would likely want to review details on financing and get assurances that there are no regulatory challenges in merging with Sony, a non-U.S. entity. To do this, the special committee would have to inform the Skydance consortium that it wants to end its exclusive talks, which would likely drive Skydance away as a bidder, according to people familiar with the matter.
That move would be applauded by a number of Class B shareholders, including Gamco, Matrix Asset Advisors and Aspen Sky Trust, who have all publicly expressed dismay about the Skydance transaction. Skydance’s “best and final” offer included merging its entertainment assets with Paramount, raising $3 billion to buy out common shareholders at about a 30% premium on an unaffected $11 per share price, and paying Redstone nearly $2 billion for her controlling stake.
Redstone could also argue she’s more comfortable with pushing forward at Paramount Global without a sale. Earlier this week, the board removed Bob Bakish as the company’s CEO. Installing a new CEO and giving investors a new plan forward would be essential to assuage a restless common shareholder base, who would likely argue the Apollo-Sony bid, if real, is in the best interest of shareholders.