Judge Declines to Block Paramount-Skydance Merger, but Accelerates Investor Suit

A Delaware judge on Thursday (March 6) declined to issue an order to temporarily halt the merger between Paramount Global and Skydance Media.

But in the ruling, Chancellor Kathaleen McCormick agreed to set a “break-neck pace” for an investor suit that seeks to block the deal in favor of a competing bid from Project Rise Partners.

A group of New York City pension funds filed the suit last month, arguing that Paramount Global had failed to get maximum value by refusing to consider the $13.5 billion bid from Project Rise. The funds argued that Paramount Global controlling owner Shari Redstone opted for the Skydance deal because it benefits her at the expense of minority shareholders.

The funds sought a temporary restraining order that would prevent the Skydance deal from going through while the suit is pending. Paramount has argued that the offer came in after the close of the “go-shop” window, and that it is contractually bound to stick with Skydance.

In her ruling on Thursday, McCormick declined to issue a TRO, but did set an accelerated schedule that would allow for a ruling on an injunction by April 7.

“This is a break-neck pace but doable,” the judge wrote. She reasoned that the pension funds had shown sufficient potential harm to warrant an expedited schedule, but not enough to get a TRO.

A rep for law firm Grant & Eisenhofer, which is representing the New York City pension funds in the case, said in a statement: “We are pleased with the Chancellor’s decision.” Paramount and Skydance declined to comment on the ruling. Reps for Project Rise Partners and the Paramount board’s special committee did not respond to requests for comment.

It is not clear when the $8 billion Skydance deal will close, as it must still get approval from the Federal Communications Commission. The current end date in the merger agreement is April 7, but that deadline could be extended assuming the FCC has yet to approve the deal.

McCormick asked Paramount to give the plaintiffs up to five days’ notice if it appears the deal will close before then, so that they can renew their request for a temporary restraining order.

The judge ordered the parties to confer on a briefing schedule. “Perhaps the parties can negotiate a more civilized schedule in the event they learn that the FCC process is not likely to conclude by April 7,” she wrote.

Shares of Paramount Global ticked up 2.2% Thursday amid a broader market decline.

Separately Thursday, Paramount and CBS filed motions to dismiss President Trump’s lawsuit over a 60 Minutes interview last year, calling the suit an “affront to the First Amendment.”

The investors in the Project Rise consortium include Daphna Edwards Ziman, president and co-chairman of film and lifestyle TV network Cinémoi, and Moses Gross, founder and CEO of real estate company ANM Group. Gross is the CEO of Malka Equities, the umbrella company that signed a $10 billion commitment on behalf of the investors.

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Originally published: March 08, 2025.

Original source: Variety; H/T: Kidscreen.

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Paramount Hit With Legal Letter to Consider Last-Minute $13.5 Billion Offer From Outside Investors Over Skydance Takeover Bid [UPDATED 1/29]

Here comes a plot twist: As Skydance Media and RedBird Capital Partners work to close the Larry Ellison-backed takeover of Paramount Global this spring, a consortium of investors who previously bid on the storied media conglomerate is mounting an eleventh-hour $13.5 billion offer.

Michael Buckner/Variety

Variety has obtained a legal letter that is being sent to Paramount’s board Friday, Jan. 24, from Project Rise Partners that outlines a new bid that is higher than an all-cash offer the consortium made during the go-shop window. The group says its terms are vastly superior to the $8 billion deal from Skydance and RedBird.

The letter, prepared by the law firm Baker & Hostetler, notes that in light of “the market’s negative reaction to the Skydance transaction, PRP is now increasing its offer as follows: The offer for the B shares is $19 per share compared to $15 per share in the Skydance offer — a 75% premium and 27% more than Skydance. The PRP offer for the A shares remains the same as the Skydance offer. PRP will add $2B to the balance sheet. This is an all-cash offer with committed financing from credible investors.”

Those investors have largely remained mysterious outside of Daphna Edwards Ziman, president and co-chairman of film and lifestyle TV network Cinémoi, and Moses Gross, founder and CEO of real estate company ANM Group. (Gross is the CEO of Malka Equities, the umbrella company that signed a $10 billion commitment on behalf of the investors.) But sources say Project Rise Partners is also backed by titans of industry comparable to Larry Ellison and includes at least one of the richest men in the world and as well as a company partner that is a pioneer in the satellite industry. Ziman and Gross fronted the previous offer, which they say was never presented to the board.

Reps for Skydance and Paramount Global declined to comment. A spokesperson for the Paramount board’s special committee established to vet offers did not immediately respond to a request for comment.

A publicly traded corporation is typically legally bound to consider any legitimate offer of value that could benefit shareholders. The Project Rise investors fired off a legal letter in October 2024 claiming that Paramount’s special committee violated its fiduciary duty to shareholders by neglecting to consider the group’s previous $8.5 billion bid for the company. Project Rise Partners’ $13.5 billion offer includes $5 billion for restructuring of the debt.

According to an SEC filing, a member of Paramount’s Special Committee held a call with a Project Rise Partners representative on Aug. 15, which was inside the go-shop window. (That window closed on Aug. 21.) But the SEC filing says the two sides did not discuss terms during the call and that the group’s acquisition proposal was only submitted on Aug. 26, after the window closed.

The Baker & Hostetler letter — addressed to Paramount board members Shari Redstone, Barbara Byrne, Linda Griego, Judith McHale and Susan Schuman — states that the company’s Class B shareholders “would own 50% of the equity versus 30% in the Skydance offer. The PRP offer includes an independent board and normal corporate governance. The board committees Skydance plans to eliminate would be retained. B shareholders would receive a vote for the first time in the company’s history.”

Project Rise Partners additionally claims that it plans to grow Paramount Global’s headcount, whereas the Skydance and RedBird partners have indicated more cuts would come under a Skydance-Paramount merger.

Larry Ellison, also one of the world’s richest men, is facing regulatory hurdles with the Paramount-Skydance merger that would see his son, Skydance CEO David Ellison, running the combined media assets. President Donald Trump’s new FCC chair Brendan Carr has publicly raised concerns about the merger. The elder Ellison, founder of Oracle who has a net worth of more than $200 billion, has been a longtime supporter of Trump’s and has been shoring up his relationship with the president. He traveled to the White House on Tuesday (Jan. 21) to announce a separate AI Stargate deal that industry observers saw as part of an effort to keep the Paramount-Skydance merger on track. That prompted Elon Musk to mock Ellison on X, writing: “they don’t actually have the money” and have “well under $10B secured.” Separately, Trump has indicated that he would be open to Larry Ellison or Musk buying TikTok.

The Skydance-RedBird $8 billion deal to merge with Paramount has been controversial among shareholders, primarily because it values Skydance at roughly $4 billion. The new Project Rise Partners bid questions that valuation. “Skydance reported $25M in EBITDA in 2023, and Paramount purchased Skydance for $4.75B, or approximately 200x trailing earnings,” the Jan. 24 letter says. “There are no market benchmarks that justify the Skydance valuation, and no independent bidder would pay that price.”

Meanwhile, politicians like Rep. John Moolenaar (R-Mich.), chair of the House China Select Committee, have raised concerns about China’s role in the Skydance deal because Tencent, a company with ties to the Chinese military, will have a small stake in the media giant, whose assets include everything from CBS News to the Paramount film and TV studio and networks including Nickelodeon and MTV.

“The Board and its advisors appeared so eager to conclude a transaction with Skydance, no one appears to have fully accounted for Skydance’s foreign ownership,” the Project Rise Partners letter says. “The Pentagon recently placed Tencent on a list of firms alleged to be helping the Chinese military. Regulators will scrutinize the proposed transaction given the heightened concern over Chinese control of consumer platforms and access to personal data. If the Board and its advisors missed or ignored such a serious red flag, shareholders will naturally question the thoroughness of the Board’s due diligence. By extension, ineffective diligence might explain the unreasonable valuation paid for Skydance, the company acquiring Paramount.”

Paramount and Redstone, whose National Amusements Inc. is the controlling shareholder of Paramount, have a binding deal with Skydance Media and may only be able to back out if regulators stop the merger. A source familiar with the process told Variety that is highly unlikely. But the Baker & Hostetler letter claims that the Paramount board eliminated an option to consider superior bids from its sale process.

“In the public company context, most merger agreements include a standard fiduciary out that allows a new bidder with a superior offer to pay the breakup fee to compensate the original bidder for opportunity and other costs,” the letter says. “For unknown reasons, the Board or its legal counsel specifically excluded a fiduciary out which harms B shareholders and benefits Skydance. … Fiduciary outs enable boards to terminate a transaction agreement if a superior offer arrives before the deal is approved by the shareholders and closed. If the agreement omits such an exit clause, the Board’s decision may be deemed ‘preclusive and coercive.’ There is no discernable rationale for that unnecessary, one-way value transfer to Skydance. These ‘deal protection devices’ do not protect shareholders.”

The letter also stresses that Paramount directors have a duty of loyalty to shareholders, not to advisers or Skydance.

“Because of the Board’s decision to eliminate the fiduciary out, the outsized $400M breakup fee benefits Skydance in the case of a regulatory block but does not benefit B shareholders if there is a superior offer. After canvassing the market for over nine months, the Board concluded that Skydance was the only actionable, fully financed offer available,” the letter continues. “Paramount Directors breached their duty of loyalty by crafting a merger agreement favorable to the buyer and not the seller in this transaction.

Update (1/29) - From Deadline:

A special committee of Paramount Global’s board of directors says it is “bound” by a pending agreement to merge with Skydance Media and will not consider an 11th-hour offer from a rival bidder.

In a statement provided to Deadline, a spokesperson for the committee formed last year to evaluate opportunities and steer a merger, said investment group Project Rise Partners effectively arrived too late to the party.

“The transaction agreement between Paramount and Skydance Media enabled the Special Committee to pursue a superior proposal during the now-expired 45-day go-shop period, during which representatives of the Special Committee contacted more than 50 third parties to determine whether they had an interest in making a proposal to acquire Paramount,” the statement said. “Project Rise Partners did not make a proposal during such period, nor during the prior seven-month sale process for Paramount. It is unclear what PRP’s objectives are; however, Paramount is bound by its agreement with Skydance Media and there will not be any engagement with PRP in contravention of such agreement.”

The Paramount-Skydance deal was set last July after a months-long saga, with numerous parties looking into throwing their hat into the ring for the century-old Hollywood mainstay. Barry Diller, Sony Pictures Entertainment, private equity giant Apollo and a group of investors led by Seagram heir Edgar Bronfman Jr. were among the suitors. Skydance was able to leverage its longstanding ties with Paramount as a co-finance partner. CEO David Ellison, backed by his father, Oracle co-founder Larry Ellison, was also seen as having significant resources and passion to invest in the company’s core film, TV and streaming businesses.

After multiple offers from Skydance, the company and Paramount agreed on a two-step transaction worth about $8 billion. The dual-class structure of Paramount stock made the fine points of the deal tricky to nail down, with a number of stakeholders accusing controlling shareholder Shari Redstone of furthering her own interests at the expense of holders of Class B shares. A number of notable Class B shareholders voiced their disapproval of earlier versions of the deal, though the complaints diminished as Skydance sweetened its offer.

Lawyers for Project Rise Partners sent the committee a letter on Friday advising them that the body was obligated to consider its offer, which principals described as superior to the $8 billion Skydance deal. PRP’s offer was “increasing,” the letter said, to $19 per Class B share, compared with the $15 offered by Skydance, according to a report by Variety. (Axios last October had also reported on PRP agitating for consideration of its post-deadline bid.)

Curiously, the Friday letter also drew a contrast with Skydance in terms of staffing. It asserted that PRP (whose backers include Daphna Edwards Ziman, co-chairman of TV network Cinémoi, and real estate finance exec Moses Gross) would add to Paramount’s headcount despite the widespread cutbacks reshaping the entertainment business. (Paramount itself shed 15% of U.S.-based workers in recent months.)

Despite plans to invest significant resources from the Ellisons and minority partner RedBird Capital in bulking up Paramount’s streaming platforms and studio operations, job cuts are expected at Paramount once Skydance assumes control. Among other things, the company faces significant challenges in managing its sizable linear TV assets, and last year signaled as much to Wall Street when it took a $6 billion write down on the value of its cable networks.

When the Skydance bid was first accepted by the special committee last summer, the agreement stipulated that a 45-day “go-shop” window would enable the board to explore alternatives. As an SEC filing affirmed this month, representatives of Project Rise Partners were in contact with the special committee but their proposal did not get submitted until several days after the go-shop period expired.

The idea of a last-minute twist to the Paramount merger melodrama is migraine-inducing to some observers. “It’s just silliness,” one person familiar with the merger process said of the PRP saber-rattling. The entreaties by the investor group come as the deal is falling under fresh scrutiny from regulators at the Federal Communications Commission, which has taken issue with political coverage by Paramount’s CBS News.

FCC Chair Brendan Carr, appointed to the post by President Trump, has revived complaints of “news distortion” by CBS due to its editing of a 60 Minutes interview with former Vice President Kamala Harris. Trump also has filed a lawsuit in Texas over the Harris segment, prompting internal discussion at Paramount about ways to settle the suit in order to allow the merger to proceed to a close. Trump’s objections are creating these potential roadblocks despite the fact that Redstone and Ellison are both longtime supporters of the president, with the latter appearing last week at a White House news conference about a major new AI initiative.

Reps for Redstone, Paramount Global and Skydance declined to comment when contacted by Deadline.

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Originally published: January 25, 2025.

H/T: Special thanks to @916786wc, @KcaWomansRights.

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Skydance Media and Paramount Global Sign Definitive Agreement to Advance Paramount as a World-Class Media and Technology Enterprise

SKYDANCE MEDIA AND PARAMOUNT GLOBAL SIGN DEFINITIVE AGREEMENT TO ADVANCE PARAMOUNT AS A WORLD-CLASS MEDIA AND TECHNOLOGY ENTERPRISE

Ellison Family and RedBird Capital Partners to Invest Over $8 Billion in New Paramount and to Acquire National Amusements, Inc.

Paramount Class A Stockholders to Receive $23 Per Share in Cash/Stock Election, Class B Stockholders to Receive $15 Per Share in Cash/Stock Election; Cash Consideration Available to Public Shareholders Totals $4.5 Billion

• Next generation leadership team to take helm, led by David Ellison as Chairman and Chief Executive Officer, and Jeff Shell as President; Skydance plans to enhance and reinvigorate marquee Paramount and CBS brands
• New Paramount will be a creative-driven destination for storytellers dedicated to delivering top-quality content
• Paramount’s premier content platform to be enhanced and powered by best-in-class technology and modernized infrastructure offering scalability and ingenuity focused on delivering content through wholly-owned DTC platforms of Paramount+ and Pluto while enhancing CBS and Paramount’s linear networks
• Ellison team plans to reposition Paramount to improve profitability, foster stability and independence for creators, and enable more investment in faster growing digital platforms
• Skydance will merge with Paramount in an all-stock transaction, valuing Skydance at $4.75 billion; Skydance equity holders will receive 317 million Class B Shares valued at $15 per share
• Skydance Investor Group, comprised of the Ellison Family and RedBird Capital Partners, to invest $2.4 billion to acquire National Amusements for cash and $4.5 billion for the stock/cash merger consideration to be paid for publicly traded Class A shares and Class B shares, as well as $1.5 billion of primary capital to be added to Paramount’s balance sheet
• Post transaction close, Skydance Investor Group will own 100% of New Paramount Class A Shares and 69% of outstanding Class B shares, or approximately 70% of the pro forma shares outstanding
• The per share cash election amount to be offered to Paramount’s stockholders represents a 48% premium to the price of the Class B stock as of July 1, 2024, and a 28% premium to the Class A stock on the same date. By continuing to own shares of the newly combined company, Paramount Class B stockholders will have the opportunity to participate in New Paramount’s long-term value creation potential
• Skydance and Paramount to host investor call at 8:30 a.m. Eastern on July 8, 2024

LOS ANGELES and NEW YORK, July 07, 2024 -- Skydance Media (“Skydance”) and Paramount Global (NASDAQ: PARA, PARAA) (“Paramount”) today announced that they have entered into a definitive agreement to form “New Paramount” – a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount Global.

The transaction combines the Skydance Investor Group’s (“Skydance IG”) financial resources, deep operating experience, and expertise in cutting-edge technology with Paramount’s iconic IP, deep film and television library, proven hit-making capabilities, and linear and streaming platforms that reach millions of viewers. New Paramount will be a premier, creative-first destination for storytellers, dedicated to top-quality content and will be positioned to improve profitability, foster stability and independence for creators, and enable more investment in growth areas. The transaction will stabilize and strengthen Paramount as a world-class media enterprise, with a focus on technological advancements, across multiple entertainment platforms including animation, gaming, film, sports, news and television.

The management team of New Paramount, led by David Ellison as Chairman and Chief Executive Officer and Jeff Shell as President, will draw on a wealth of operational experience and proven expertise in driving creative and media company growth designed to improve Paramount’s performance and foster further advancement.

Shari Redstone, Chair of Paramount Global and Chair, President, and CEO of National Amusements, Inc. said, “In 1987, my father, Sumner Redstone, acquired Viacom and began assembling and growing the businesses today known as Paramount Global. He had a vision that "content was king" and was always committed to delivering great content for all audiences around the world. That vision has remained at the core of Paramount’s success and our accomplishments are a direct result of the incredibly talented, creative, and dedicated individuals who work at the company. Given the changes in the industry, we want to fortify Paramount for the future while ensuring that content remains king. Our hope is that the Skydance transaction will enable Paramount’s continued success in this rapidly changing environment. As a longtime production partner to Paramount, Skydance knows Paramount well and has a clear strategic vision and the resources to take it to its next stage of growth. We believe in Paramount and we always will.”

Importantly, the transaction preserves the over 100-year-old legacy of Paramount as one of Hollywood’s most iconic production companies and CBS’s stature as a cherished source of news and entertainment. It also preserves American jobs, fosters continued innovation and secures a prosperous future for the creative community at Paramount, while protecting the legacy that viewers across the globe know and love.

With a 15-year history of partnering on highly successful projects, the Skydance-Paramount combination will unite key intellectual property and enhance Paramount’s exposure in cutting-edge and next-generation digital businesses. Skydance’s exceptional pool of in-house creative animation talent, led by pioneer John Lasseter, will expand Paramount’s animation capabilities as well as consumer products opportunities over the long-term.

Skydance offers Paramount critical investment and significant entrees into burgeoning new entertainment and media verticals with clear economic upsides. For example, Skydance brings state-of-the-art interactive and gaming proficiencies, including two in-house game developer studios with industry-leading franchises, such as Skydance’s upcoming console games in Marvel and Star Wars and hit VR game, The Walking Dead. Skydance also brings an exciting partnership with the NFL, which complements the resources of CBS and its local affiliates, creating a premier global multi-sports studio. As a long-term global rights buyer with expansive distribution across both direct-to-consumer and linear channels, Paramount’s value proposition will be complemented as a result of the transaction.

David Ellison, Founder and Chief Executive Officer of Skydance said: “This is a defining and transformative time for our industry and the storytellers, content creators and financial stakeholders who are invested in the Paramount legacy and the longevity of the entertainment economy. I am incredibly grateful to Shari Redstone and her family who have agreed to entrust us with the opportunity to lead Paramount. We are committed to energizing the business and bolstering Paramount with contemporary technology, new leadership and a creative discipline that aims to enrich generations to come.”

Gerry Cardinale, Founder and Managing Partner of RedBird Capital said: “The recapitalization of Paramount and combination with Skydance under David Ellison’s leadership will be an important moment in the entertainment industry at a time when incumbent media companies are increasingly challenged by technological disintermediation. As one of the iconic media brands and libraries in Hollywood, Paramount has the intellectual property foundation to ensure longevity through this evolution – but it will require a new generation of visionary leadership together with experienced operational management to navigate this next phase. RedBird is making a substantial financial investment in partnership with the Ellison family because we believe that the pro forma company under this leadership team will be the pace car for how these incumbent legacy media businesses will need to be run in the future.”

On behalf of the Special Committee, Charles E. Phillips, Jr. said: “We are pleased to have reached an agreement that we believe delivers to Paramount stockholders both immediate value and future upside opportunity. The Special Committee, with the assistance of independent financial and legal advisors, conducted a thorough review of actionable potential transactions to drive value for our stockholders. In addition to economic value, the Special Committee took into account the certainty of closing and regulatory approvals. Following extensive negotiations with Skydance, we believe this proposed transaction will position Paramount for success in a rapidly evolving industry landscape. Upon closing, it will deliver immediate cash consideration at a premium to both the minority Class A and Class B stockholders, who will also benefit from what we believe to be considerable upside through continued equity participation in New Paramount.”

Mr. Phillips continued, “The Special Committee would like to thank our Co-CEOs George Cheeks, Chris McCarthy and Brian Robbins for making significant progress on optimizing company operations in a short period of time, positioning Paramount for a sustainable transformation and a path to profitable growth going forward.”

Transaction Overview

The proposed merger creates immediate value, upside opportunity and stability for all of Paramount’s stockholders and employees during a period of industry transition. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee, and by National Amusements, Inc. (“NAI”), majority owner of Paramount’s Class A stock, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share.

Skydance IG, led by the Ellison Family and RedBird Capital Partners, will invest up to $6 billion to:

1. Offer Class A stockholders other than NAI an election to receive in the merger $23 cash per share or 1.5333 shares of Class B stock of New Paramount;
2. Offer Class B stockholders other than NAI an election to receive in the merger $15 cash per share or one share of Class B stock of New Paramount, subject to proration if Class B elections exceed $4.3 billion in the aggregate (approximately 48% of the non-NAI float as of the date of this release);
3. Use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount to support strategic initiatives.

The merger consideration represents a 48% premium to the price of the Class B stock as of July 1, 2024, and a 28% premium to the Class A stock on the same date. Also, by continuing to own shares of the new combined company, Paramount Class B stockholders will have the opportunity to participate in the new company's long-term value creation potential.

NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Following completion of the transaction, only Skydance IG will hold Class A shares.

Following the close of the transaction and the growth equity investment and assuming full participation in the cash election by Class B stockholders, Class B stockholders will own approximately 30% of the outstanding equity of New Paramount and Skydance IG will own approximately 70% of the outstanding equity of New Paramount.

Management Team and Synergies

When the transaction closes, David Ellison will become Chairman and Chief Executive Officer. Jeff Shell, Chairman of RedBird Sports & Media and former CEO of NBCUniversal, will be President. Mr. Ellison, as the founder and Chief Executive Officer of Skydance, brings hands-on experience in building a successful creative media and technology-enabled enterprise, with a proven track record of strong content development including runaway hits like Top Gun: Maverick. Mr. Shell brings deep operational expertise in leading and transforming media and entertainment businesses.

The transaction will strengthen Paramount and enhance its balance sheet flexibility, allowing the Company to invest in new initiatives and deliver greater cash flow growth. The transaction serves as a catalyst to re-imagine the Company’s operating model, transform its technology platform, streamline its organization and accelerate other initiatives already underway.

The overriding objective of the repositioned New Paramount platform and properties is to bring stability to the business, protect creative independence and to enable investment in growth initiatives.

Board Approval

On January 2, 2024, the Board of Directors of Paramount formed a Special Committee of independent directors to evaluate strategic alternatives, including third party proposals. The Special Committee reviewed, negotiated, unanimously approved and recommended the Skydance transaction for approval by the Board. Following formal approval by the Board, the Transaction Agreement was signed.

Transaction Approvals

NAI, which holds approximately 77% of the Paramount Class A shares, has delivered a written consent approving the transaction. No further stockholder approval is required. The consummation of the transaction is not subject to any financing condition. Completion of this transaction is subject to regulatory approvals and other customary closing conditions. The transaction is anticipated to close in the first half of 2025.

“Go-Shop” and Further Information

The definitive Transaction Agreement includes a 45-day go-shop period during which the Special Committee of Paramount’s Board of Directors, with the assistance of its financial advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and Paramount does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or is otherwise required.

Further information regarding terms and conditions contained in the Transaction Agreement will be made available in the Company’s Current Report on Form 8-K, to be filed in connection with this transaction.

Investor Call Details

Skydance and Paramount will host a call to discuss the transaction with securities analysts on Monday, July 8, 2024, at 8:30 a.m. ET. A webcast of the meeting will be available in a listen-only mode to individual investors, media, and other interested parties via edge.media-server.com/mmc/p/vrzasxwd or on Paramount’s website at ir.paramount.com under the “Investors” section. Presentation materials for the call will be available prior to the call at approximately 8:15 a.m. ET and located under “Events and Presentations” in the “Investors” section on the Paramount website.

Advisors

RedBird Advisors, BofA Securities, Inc., Moelis & Company LLC and The Raine Group serve as financial advisors to Skydance and the Investor Group. Latham & Watkins LLP serves as legal counsel to Skydance and the Investor Group. Sullivan & Cromwell LLP serves as legal counsel to RedBird Capital Partners. BDT & MSD Partners serves as financial advisor to National Amusements, Inc. and Ropes & Gray LLP serves as legal counsel. Centerview Partners LLC serves as financial advisor to the Paramount Special Committee and Cravath, Swaine & Moore LLP serves as legal counsel. Rothschild & Co serves as financial advisor to Paramount Global and Simpson Thacher & Bartlett LLP serves as legal counsel.

About Skydance

Skydance is the diversified media company founded by David Ellison in 2010 to create high-quality, event-level entertainment for global audiences. The company first launched with Feature Films and has since strategically expanded to include Television, Games, Animation, and Sports, with studios in Los Angeles, Silicon Valley, Spain, and Canada. In total, Skydance’s films have earned more than $8 billion at the worldwide box office and include the box office record-breaking and Academy Award winning film Top Gun: Maverick. The studio’s other recent releases include Mission: Impossible - Dead Reckoning and Transformers: Rise of the Beasts; as well as, The Family Plan on Apple TV+; The Adam Project and The Old Guard on Netflix, and The Tomorrow War on Prime Video. The studio’s upcoming film slate includes The Gorge, Mayday, and Fountain of Youth for Apple TV+; The Old Guard 2 for Netflix; and the eighth installment of the Mission: Impossible global franchise.

Skydance Television is a leading supplier of premium scripted content across a range of platforms including Netflix, Amazon Prime Video, and Apple TV+. The studio’s current slate includes the Emmy-nominated series Grace and Frankie, which became Netflix’s longest running series following the release of its final season last year, as well as Foundation, Reacher, Tom Clancy’s Jack Ryan, Cross, The Big Door Prize, and FUBAR. Skydance Games delivers blockbuster gaming experiences of all kinds and is known for high-quality visuals and rich narratives. Encompassing each of the company’s two gaming studios, the Skydance Games’ portfolio holds award-winning titles across console, VR, PC, and mobile, including Archangel and The Walking Dead: Saints & Sinners, and the upcoming Skydance’s Behemoth, Marvel 1943: Rise of Hydra, and a collaboration with Lucasfilm Games set in the legendary Star Wars galaxy.

Skydance Animation develops and produces high-end feature films and television series with full production capability across two studios in Los Angeles and Madrid. In addition to the studio’s first animated feature, Luck, Skydance Animation’s slate includes the upcoming feature films Spellbound, Pookoo, Ray Gunn and an untitled Jack and the Beanstalk project for Netflix and the series WondLa for Apple TV+.

Skydance Sports, the joint venture between the NFL and Skydance, develops premium scripted and unscripted sports-related content, documentaries, and events. The Sports studios’ slate includes NFL Draft: The Pick Is In, Kelce, Hard Knocks: Offseason with the New York Giants, and the Golden Globe nominated feature Air as well as an upcoming docuseries chronicling the Dallas Cowboys’ dynasty and franchise owner Jerry Jones and Holiday Touchdown: A Chiefs Love Story for the Hallmark Channel.

About Paramount

Paramount Global (NASDAQ: PARA, PARAA) is a leading global media, streaming and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, Paramount's portfolio includes CBS, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+ and Pluto TV. Paramount holds one of the industry's most extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, the company provides powerful capabilities in production, distribution, and advertising solutions.

For more information about Paramount, please visit www.paramount.com and follow @ParamountCo on social platforms.

About National Amusements, Inc.

National Amusements, Inc. is a world leader in the motion picture exhibition industry operating 759 movie screens in the U.S., U.K. and Latin America. National Amusements delivers a superior entertainment experience in theatres around the world under its Showcase, Cinema de Lux, Multiplex, SuperLux and UCI brands. Based in Norwood, Massachusetts, National Amusements is a closely held company operating under the fourth generation of leadership by the Redstone family, through which they have been the majority voting shareholders of Paramount Global for more than 35 years. National Amusements, directly and through subsidiaries, owns 77.4% of the Class A (voting) common stock of Paramount Global and 5.1% of the Class B common stock, constituting approximately 9.5% of the overall equity of the Company.

About RedBird Capital Partners

RedBird Capital Partners is a private investment firm that builds high-growth companies with strategic capital solutions to founders and entrepreneurs. The firm currently manages $10 billion in assets on behalf of a global group of blue-chip institutional and family office investors. Founded in 2014 by Gerry Cardinale, RedBird integrates sophisticated private equity investing with a hands-on business-building mandate that focuses on three core industry verticals – Sports, Media & Entertainment, and Financial Services. Over his 30-year investment career, Cardinale has partnered with founders and entrepreneurs to build some of the most iconic growth companies in their respective industries. For more information, please go to www.redbirdcap.com.

Important Information About the Transactions and Where to Find It

In connection with the proposed transactions involving Paramount, Skydance and NAI (the “Transactions”), Paramount will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include an information statement on Schedule 14C and that will also constitute a prospectus of Paramount. Paramount may also file other documents with the SEC regarding the Transactions.

This document is not a substitute for the information statement/prospectus or registration statement or any other document that Paramount may file with the SEC. INVESTORS AND SECURITY HOLDERS OF PARAMOUNT ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH WILL INCLUDE THE INFORMATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement on Form S-4 (when available), which will include the information statement/prospectus, and other documents filed with the SEC by Paramount through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of Paramount (+1-646-824-5450; jaime.morris@paramount.com).

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in an jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Notes on Forward-Looking Statements

This communication contains both historical and forward-looking statements, including statements related to our future results, performance and achievements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. Important risk factors that may cause such a difference include, but are not limited to: (i) that the Transactions may not be completed on anticipated terms and timing (or at all), (ii) that a condition to closing of the Transactions may not be satisfied, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) that the anticipated tax treatment of the Transactions may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the Transactions, (v) potential litigation relating to the Transactions that could be instituted against Paramount or its directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions, (vii) any negative effects of the announcement, pendency or consummation of the Transactions on the market price of Paramount’s common stock and on Paramount’s or Skydance’s operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Transactions, (ix) the risks and costs associated with the integration of, and the ability of Paramount and Skydance to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the Transactions will harm Paramount’s business, including current plans and operations or by diverting management’s attention Paramount’s ongoing business operations, (xi) the ability of Paramount to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in Paramount’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, and (xiv) management’s response to any of the aforementioned factors. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known.

These risks, as well as other risks associated with the Transactions, will be more fully discussed in the information statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the Transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Paramount’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements included in this communication are made only as of the date of this communication, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by applicable law.

###

Read Shari Redstone's memo to staff below:

Good evening. Just moments ago, it was announced that we have entered into an agreement under which Skydance Media will acquire National Amusements and merge Skydance’s business with Paramount Global. I wanted to take this opportunity to reach out to you directly not only to share the news, but to express my tremendous gratitude to each and every one of you for what we have been able to accomplish together for the past several decades.

As you know, my father built Viacom and CBS by bringing together a group of the best assets in media, news, and entertainment. While people often debated whether content or distribution ruled the day, my father was governed in all of his decisions by his belief that content was indeed king. That has never been more important than it is today, when in a cluttered marketplace, we continue to create content that resonates with our consumers, that they continually seek out, and that keeps them wanting more. Our success is because of you, what you have done individually, and even more importantly, as a team.

Seeing the way you have come together since we launched Paramount Global has been one of the highlights of my years at this company, and your accomplishments are evident across the business. Paramount+ is among the fastest-growing streaming services with an exceptional range of content appealing to all demographics. CBS has been the #1 broadcast network for 16 years and running, with clear strength across genres. Paramount Pictures has produced eight #1 movies in the past two years alone and continues to create hit after hit. Our linear networks have delivered culture-shaping content that excites audiences, including the launch of the “Taylor Sheridan universe” with Yellowstone on the Paramount Network. And, Pluto TV is today the most widely distributed FAST service.

As all this was accomplished, we remained dedicated to educating and informing ourselves and our audiences in our efforts to fight hate and discrimination, and supporting other important causes in the US and around the world. I am so grateful to all of you for what we have been able to accomplish to make a difference.

Our family has always been committed to continuing my Dad’s legacy and ensuring Paramount’s enduring success. Consistent with that, as the pace of change in the industry has continued to accelerate, it has been our responsibility to work with leadership to make changes in order to maintain our competitive position and fuel growth, thinking of both the near and longer term. Most recently, this led to the appointment of George Cheeks, Chris McCarthy, and Brian Robbins as Co-CEOs, to take the meaningful actions necessary to bolster the Company both operationally and financially. I think we can all agree on their enormous contributions to this company. At the same time, as you know, our Board has focused on ensuring we are pursuing all opportunities to best position the Company for the future and maximize value creation for all shareholders.

As a longtime production partner to Paramount, Skydance is well aware of what we have accomplished over the years and it is for that reason that they have pursued a combination with Paramount. They have a clear strategic vision for the future and the resources to build on Paramount Global’s competitive advantages to drive the Company’s success.

The agreement we entered into today is subject to closing conditions, and we expect the deal to be completed in the first half of 2025. Until then, George, Chris, and Brian will continue to lead the Company, and they will be sharing more with you shortly. I of course will also be here to cheer you on, and assist in any way that I can. It has truly been my honor to work with all of you these past several years, and to see so many of our dreams come to fruition.

I want to express my deepest thanks to you for your commitment, hard work, and most importantly your support of my family and me. Against a challenging industry backdrop and many changes at the company, you have protected Paramount’s assets and delivered for our audiences. As I have said before, and I will always say, we have the best people in the business here at Paramount and it is truly a privilege to work with you. I will always treasure the relationships I have had with you and the ways we have worked together to distinguish ourselves in our industry.

All the best, Shari

Notes:

Jeff Shell, who will be President of New Paramount, said in a conference call this morning that the company has identified more than $2 billion in potential cost cuts it can make, much of it from its linear media operations, and "quickly". A sale of BET has been highly expected.

David Ellison, the to-be Chairman/CEO, envisions a new company that combined Skydance’s animation business with that of Nickelodeon.

CBS, Nickelodeon, MTV and Comedy Central are the only traditional TV operations mentioned today. Another clear sign they plan to sell BET and its related media.

Also: "Utilize AI to turbocharge content

creation capabilities that improve overall

productivity and lower cost".

There is a 45-day window where Paramount can take other offers, but would have to pay Skydance $400M if they do.

However, the final close on everything isn't expected until 3Q 2025. The current three-person Office of the CEO is expect to continue until then.

Stream a Mountain of Entertainment, including your Nickelodeon favorites on Paramount+! Try it FREE at ParamountPlus.com!

More Nick: Paramount Plus Expands Kids and Family Programming with New Slate of Films and Series from Nickelodeon Studios!

Originally published: July 08, 2024 at 22:22 BST.

Additional sources: RegularCapital, What's on Paramount+.

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Paramount Global's Special Committee Unanimously Approves Merger with Skydance Media

PARAMOUNT GLOBAL'S SPECIAL COMMITTEE UNANIMOUSLY APPROVES MERGER WITH SKYDANCE MEDIA

NEW YORK, July 7, 2024 -- The Special Committee of the Board of Directors (the "Special Committee") of Paramount Global (NASDAQ: PARA, PARAA) ("Paramount" or "the Company") today confirmed that it has unanimously approved a merger agreement between Paramount and Skydance Media, LLC ("Skydance").

The Special Committee was formed on January 2, 2024, at the request of Paramount's controlling stockholder, National Amusements, Inc. ("NAI"), to evaluate potential transactions involving both NAI and Paramount as NAI considered its options relating to its investment in Paramount. The Special Committee retained independent financial and legal advisors, Centerview Partners LLC and Cravath, Swaine & Moore LLP respectively. Over a period of more than six months, the Special Committee considered multiple approaches and constructs from various counterparties and solicited interest from potential counterparties for an acquisition of Paramount.

The merger agreement includes a 45-day "go-shop" period, which permits the Special Committee and its representatives to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the Company does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or is otherwise required.

On behalf of the Special Committee, Charles E. Phillips, Jr. said: "We are pleased to have reached an agreement that we believe delivers to Paramount stockholders both immediate value and future upside opportunity. The Special Committee, with the assistance of independent financial and legal advisors, conducted a thorough review of actionable potential transactions to drive value for our stockholders. In addition to economic value, the Special Committee took into account the certainty of closing and regulatory approvals. Following extensive negotiations with Skydance, we believe this proposed transaction will position Paramount for success in a rapidly evolving industry landscape. Upon closing, it will deliver immediate cash consideration at a premium to both the minority Class A and Class B stockholders, who will also benefit from what we believe to be considerable upside through continued equity participation in New Paramount."

Mr. Phillips continued, "The Special Committee would like to thank our Co-CEOs George Cheeks, Chris McCarthy and Brian Robbins for making significant progress on optimizing company operations in a short period of time, positioning Paramount for a sustainable transformation and a path to profitable growth going forward."

Further information regarding terms and conditions contained in the merger agreement will be available on the investor relations section of Paramount's website at https://ir.paramount.com/ and in a joint press release issued earlier today by Paramount and Skydance.

Important Information About the Transactions and Where To Find It

In connection with the proposed transactions involving Paramount, Skydance and NAI (the "Transactions"), Paramount will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include an information statement on Schedule 14C and that will also constitute a prospectus of Paramount. Paramount may also file other documents with the SEC regarding the Transactions.

This document is not a substitute for the information statement/prospectus or registration statement or any other document that Paramount may file with the SEC. INVESTORS AND SECURITY HOLDERS OF PARAMOUNT ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH WILL INCLUDE THE INFORMATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement on Form S-4 (when available), which will include the information statement/prospectus, and other documents filed with the SEC by Paramount through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of Paramount (+1-646-824-5450; jaime.morris@paramount.com).

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Notes on Forward-Looking Statements

This communication contains both historical and forward-looking statements, including statements related to our future results, performance and achievements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.

Important risk factors that may cause such a difference include, but are not limited to: (i) that the Transactions may not be completed on anticipated terms and timing (or at all), (ii) that a condition to closing of the Transactions may not be satisfied, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) that the anticipated tax treatment of the Transactions may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the Transactions, (v) potential litigation relating to the Transactions that could be instituted against Paramount or its directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions, (vii) any negative effects of the announcement, pendency or consummation of the Transactions on the market price of Paramount's common stock and on Paramount's or Skydance's operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Transactions, (ix) the risks and costs associated with the integration of, and the ability of Paramount and Skydance to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the Transactions will harm Paramount's business, including current plans and operations or by diverting management's attention Paramount's ongoing business operations, (xi) the ability of Paramount to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in Paramount's most recent annual report on Form 10-K and quarterly report on Form 10-Q, and (xiv) management's response to any of the aforementioned factors. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known.

These risks, as well as other risks associated with the Transactions, will be more fully discussed in the information statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the Transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Paramount's consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements included in this communication are made only as of the date of this communication, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by applicable law.

###

With this agreement, Shari Redstone, Paramount‘s non-executive chair, will sell her family’s controlling stake in the company. This will be a complex transaction, which will result in the new firm being worth around $28b (£21.9b).

The merger with Skydance Media will mark the end of an era for the Redstone family, whose late patriarch, Sumner Redstone, reshaped a chain of drive-in cinemas into a vast media empire.

Apart from Paramount, the group also includes television networks such as Nickelodeon, CBS, Comedy Central, and MTV.

In a statement, Shari said: “Our hope is that the Skydance transaction will enable Paramount’s continued success in this rapidly changing environment.”

According to the company, its TV channels have a global reach of over 4.3b subscribers in more than 180 countries.

Under the merger, Skydance will invest around $8b into Paramount, which will include paying $2.4b for National Amusements, which controls the group and owns about 10% of Paramount Group’s shares, but accounts for around 80% of its voting rights.

Paramount has stated that it is expecting to close the deal by summer 2025.

The announcement of the merger came after eight months of deliberations that saw Shari holding talks with several potential partners, including Sony and Apollo, a private equity firm.

In April, Bob Bakish, Paramount’s chief executive, left the company after clashes with Shari Redstone on the Skydance merger.

Stream a Mountain of Entertainment, including your Nickelodeon favorites on Paramount+! Try it FREE at ParamountPlus.com!

More Nick: Paramount Plus Expands Kids and Family Programming with New Slate of Films and Series from Nickelodeon Studios!

Originally published: July 08, 2024.

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MTV News Website Goes Dark, Archives Pulled Offline

Paramount Global also has removed content from CMT’s site

More than two decades’ worth of content published on MTVNews.com is no longer available after MTV appears to have fully pulled down the site and its related content. Content on its sister site, CMT.com, seems to have met a similar fate.

In 2023, MTV News was shuttered amid the financial woes of parent company Paramount Global. As of Monday (June 24), trying to access MTV News articles on mtvnews.com or mtv.com/news resulted in visitors being redirected to the main MTV website.

The now-unavailable content includes decades of music journalism comprising thousands of articles and interviews with countless major artists, dating back to the site’s launch in 1996. Perhaps the most significant loss is MTV News’ vast hip-hop-related archives, particularly its weekly “Mixtape Monday” column, which ran for nearly a decade in the 2000s and 2010s and featured interviews, reviews and more with many artists, producers and others early in their careers.

Former MTV News staffers posted on social media about the website shutdown and the scrubbing of the archives. “So, mtvnews.com no longer exists. Eight years of my life are gone without a trace,” Patrick Hosken, former music editor for MTV News, wrote on X. “All because it didn’t fit some executives’ bottom lines. Infuriating is too small a word.”

“sickening (derogatory) to see the entire @mtvnews archive wiped from the internet,” Crystal Bell, culture editor at Mashable and one-time entertainment director of MTV News, posted on X. “decades of music history gone…including some very early k-pop stories.”

“This is disgraceful. They’ve completely wiped the MTV News archive,” longtime Rolling Stone senior writer Brian Hiatt commented. “Decades of pop culture history research material gone, and why?”

Last week, Paramount Global’s CMT website similarly pulled its repository of country-music journalism dating back several decades.

Reps for MTV did not respond to Variety's requests for comment Monday.

Some observers noted that MTV News articles may be available through internet archiving services like the Internet Archive's Wayback Machine, but according to Hiatt older MTV News articles do not show up via Wayback Machine.

In May 2023, Paramount Global shut down MTV News — which had already been severely downsized by layoffs in recent years — coming amid a 25% reduction in workforce across the Showtime/MTV Entertainment Studios and Paramount Media Networks groups in the U.S. The group is headed by president-CEO Chris McCarthy, who in late April was named one of the three co-CEOs running Paramount Global’s “Office of the CEO.”

MTV News began in the late ’80s with The Week in Rock, a show hosted by Kurt Loder, who became the first MTV News anchor.

Stream a Mountain of Entertainment, including your Nickelodeon favorites on Paramount+! Try it FREE at ParamountPlus.com!

More Nick: Paramount Plus Expands Kids and Family Programming with New Slate of Films and Series from Nickelodeon Studios!

Originally published: June 26, 2024.

H/T: @bowiesongs, @peggycubed, @pearlsnapped.

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Paramount Global Co-CEOs Reveal Bankers Hired To Sell Assets; Discuss Path Forward at Town Hall

After rejecting Skydance’s offer to merge two weeks ago, Paramount Global new co-CEO troika of Brian Robbins, George Cheeks and Chris McCarthy told a packed company town hall of 500 at the studio’s Melrose Lot Paramount Theater what progress has been made since the annual shareholders meeting three weeks ago, and what the company’s path will be going forward. In sum, bankers have been hired to explore the sale of “certain Paramount owned assets” per Cheeks, while layoffs are on the horizon as the conglom looks to achieve a half billion in cost savings.

George Cheeks, Brian Robbins, Chris McCarthy and Shari Redstone | Matt Sayles/CBS /Paramount/Viacom/Deadline

Paramount Global controlling shareholder Shari Redstone was not part of Tuesday's (June 25) town hall, Deadline reports, which clocked about an hour with 15 to 20 minutes of Q&A.

The Town Hall was originally scheduled three weeks ago but was delayed when it appeared the entertainment conglomerate was seriously weighing an offer from David Ellison’s Skydance.

At the top of today’s town hall, Robbins exclaimed, “We’d like to take a moment to acknowledge the challenges of all the M&A speculation surrounding our company. We know what a difficult and disruptive period it has been. And while we cannot say that the noise will disappear, we are here today to lay out a go-forward plan that can set us up for success no matter what path the company chooses to go down.”

The trio were frank with employees about cuts and the elimination of duplicated jobs that will occur. This was one of the three pillars of Paramount Global’s plan to ratchet up profits. The conglom says it is transforming the cost base of the company with work underway across corporate functions like legal and corporate marketing. The execs trumpeted that while revenue spiked by 13% between 2018 and 2023, OIBDA declined 61% over the same period.

McCarthy added, “Let me be clear….a 61% decline in profits is simply unacceptable…..we need to act now to reverse this trend.”

Cheeks emphasized that the conglom has definite plans to unload “certain Paramount owned assets” and has “already hired bankers to assist us in this process – and we’ll use the proceeds to help pay down debt and strengthen our balance sheet.” One asset that will likely be sold-off is BET, which has reportedly been operated largely autonomously from the rest of Paramount Global.

The trio echoed what they mentioned earlier at the annual shareholders meeting: that a plan is underway to find a strategic partner for Paramount+, especially as they try to make up for linear declines at the company. In regards to accomplishments made since that announcement, McCarthy specified that was in “International – we are advancing talks with potential partners that will significantly transform the scale and economics of the service making it profitable and driving long term value. This approach could also serve as a model for the U.S.” 

Former Paramount Global CEO Bob Bakish was acknowledged at the town hall for his efforts at the company.

There’s been a lot going on in Paramount land. This Friday, the studio releases the third installment in their blockbuster A Quiet Place series, A Quiet Place: Day One with an eye at a $42M, possibly even $50M start. The world premiere for that John Krasinski production is tomorrow in New York City. Nickelodeon is also celebrating SpongeBob SquarePants' landmark 25th anniversary this summer.

Amid news following the shareholder meeting earlier this month that the studio is looking for a joint venture partner on streaming service Paramount+, it was announced that a price hike would take effect, with and without a Showtime tier, later this summer. In sum, the Showtime plan upticks by a buck to $12.99/month for both existing and new customers, while the monthly cost of the Paramount+ Essential plan will shoot up $2 to $7.99/month for all new subscribers. The Paramount+ Limited Commercial Plan is increasing $1 to $7.99 for current subs. 

Comments today by the three co-CEOS echoed and expanded on talk at the company’s recent shareholders meeting and a memo to staff where they described plans, including streamlining, cost cuts, divesting some businesses and prioritizing others. 

The town hall had been delayed in the midst of merger talks. It comes after Paramount recently emerged from an M&A scrum with David Ellison’s Skydance that had staff and senior executives on edge for months. Protracted negotiations ended with a thud earlier in June when Par’s controlling shareholder Shari Redstone pulled out at the eleventh hour and her family holding company National Amusements saying the sides hadn’t been able to reach mutually acceptable terms. Paramount shares hit an all-time low in the wake, falling below $9. They’ve perked up a bit since and are changing hands today at about $10.

Redstone didn’t address the troops today.

The Skydance deal proved complicated since it involved a sale of her controlling stake in Par, then a merger of the two companies. Shareholders put up a fuss. There were said to be other issues beyond the economic terms of the deal, such as whether Paramount should hold a vote of minority shareholders, and how the company would be run until the transaction closed.

Redstone is now said to be considering two simpler options that would involve only a change in control, with her selling her National Amusements stake. Edgar Bronfman Jr., backed by Bain Capital, had expressed interest, as had a consortium of investors led by producer Steven Paul.

Whether and when Redstone makes a move depends in large part on NAI’s finances. The holding company took a hit when Paramount reduced its dividend. And it also owns the National Amusement movie theater chain, which has been struggling with the rest of the industry and selling off real estate.

NAI has about $200 million outstanding on its term loan following a $35 million prepayment in March. Big ratings agency S&P last month estimated adjusted EBITDA of negative $40 million in 2024 and FOCF of negative $50 million (respectively, earnings before interest, taxes, depreciation and amortization, and free operating cash flow). “We believe this means the company’s capital structure is currently unsustainable due to roughly $18 million in annual cash interest payments,” it said.

“If there is no transaction consummated at Paramount before the maturity of NAI’s term loan at the beginning of May 2025, we expect the company would likely need to sell a portion of its Paramount stock to repay the debt or extend its maturity.”

Some Wall Streeters speculated that Redstone might sell a chunk of her Paramount holding, but not all, to raise cash to make debt repayments.

Stream a Mountain of Entertainment, including your Nickelodeon favorites on Paramount+! Try it FREE at ParamountPlus.com!

More Nick: Paramount Plus Expands Kids and Family Programming with New Slate of Films and Series from Nickelodeon Studios!

Originally published: June 26, 2024.

H/T: Variety; Additional source: Cambridge Dictionary.

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Paramount+ Prices Set To Rise For Most Tiers Starting In August

Paramount Global said Monday (June 24) that it will increase prices for its Paramount+ tiers with and without SHOWTIME to take effect August 20, although the essential plan hike will only impact new subscribers.

Paramount+.

The company said the Paramount+ with SHOWTIME plan will increase by $1 to $12.99 per month for both existing and new customers, while the cost of the Paramount+ Essential plan will rise by $2 to $7.99 per month for all new subscribers.  

The Paramount+ Limited Commercial Plan will increase by $1 to $7.99 for current subscribers. 

The new pricing will be effective for all new Paramount+ customers and for existing Paramount+ with Showtime subscribers with their next billing date on or after September 20.

Existing monthly subscribers to Paramount+ Essential will continue their subscription at the current price of $5.99 and pricing of both annual subscription plans will remain unchanged. 

The streamer touted its offering including live sports, breaking news and originals like series Mayor of Kingstown, The Chi, Lawmen: Bass Reeves, Knuckles, Fellow Travelers, Yellowjackets and Star Trek: Strange New Worlds, as well as movie hits such as Bob Marley: One Love, Mean Girls, Top Gun: Maverick and Transformers: Rise of the Beasts.

This fall will see the return of the NFL on CBS and originals Landman, Tulsa King, Dexter: Original Sin, School Spirits, Frasier and Lioness. 

There’s been a drumbeat of price hikes over the past year, and especially this summer. Streamers were priced pretty low to start in a bid to attract subscribers, but financial chaos followed as media companies overspent on content, racking up steep losses. It’s still not clear when Paramount+ will pull into the black. Max raised prices ahead of the second-season debut of House of the Dragon, as did Peacock with the Summer Olympics in Paris next month.

Even with the hikes, Paramount’s ad-free tier, Paramount+ with Showtime is cheaper than Peacock, Max, Disney+, Netflix and Hulu, and its ad-supported plan is on par or less than others.

Stream a Mountain of Entertainment, including your Nickelodeon favorites on Paramount+! Try it FREE at ParamountPlus.com!

More Nick: Paramount Plus Expands Kids and Family Programming with New Slate of Films and Series from Nickelodeon Studios!

Originally published: June 25, 2024.

Source: Deadline; H/T: Seeking Alpha, What's on Paramount+.

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