Pathieux from Paramount to a sale: Scion, Sheikhs and Refictible shareholders

Tech Scion David Ellison launched his pursuit of Paramount Global almost two years ago.

But the path was anything but smooth to Ellison and his Skydance media. President Trump and the chairman of the federal communications committee, Brendan Carr, put the CBS network of Paramount under the microscope.

From now on, the government's examination of the transaction of $ 8 billion could extend in summer, increasing the drama of the besieged company which also owns MTV, Comedy Central and the Melrose Avenue Film Studio behind “Top Gun” and “The Godfather”.

Paramount investors cried a fault.

While the skydance The purchase is pendingThe Ellison group of investors – including his billionaire father, Larry – came to the financial aid of the shareholders of Paramount, Shari Redstone and his family. The group made a loan of loan of $ 186 million on behalf of the Redstones' short of money investment company. Once the agreement is completed, Skydance investors will pay for his private apartment in Jet and Central Park in New York for a period of time, according to two people familiar with arrangements that were not allowed to comment on publicly.

“They must approve (the agreement),” said Mario Gabelli, a longtime shareholder in Paramount.

“Paramount, Hollywood and the world will be better with Ellison who directed him,” said Gabelli. “It doesn't matter if they crash or burn or earn a ton of money – we just need a change.”

Gabelli and others are impatient in a new chapter, but the Skydance agreement has become an SLOG, punctuated by presidential theaters and disorders allegations. Investors require Paramount responses.

An obscure group led by a wealthy human rights activist by Beverly Hills said he had the means – with the support of an Abu Dhabi Sheikh – to pay billions more than Ellison for Paramount, including the restructuring of debt.

Meanwhile, President Trump said he wants “a lot” of money To set up its $ 20 billion trial against CBS, the changes to a “60 -minute” interview with the president of the vice of the time, Kamala Harris, last fall.

Car has opened a Investigation of the question of whether the “60 minutes” modify has reached the level of “distortion of news”, allegations according to which CBS denies.

Last week, Carr said to Bloomberg News This paramount needed to “take care” and dismantle its diversity, equity and inclusion programs for the agreement to progress. Ending the Dei programs was a Trump priority.

Carr support for the agreement is essential because Paramount and Skydance need FCC approval to transfer the Licenses of the CBS Redstones to the Ellison family.

In addition, members of the Congress and Conservative Critics have raised national security problems because they say Tencent holdingA minority investor in Skydance, based in Santa Monica, has links with the Chinese army. Tencent said he had no connection with the Chinese army. Skydance said Tencent would only hold 5% of non -voting paramount shares.

Investors flocked to the Delaware court, raise questions about the Skydance transaction And its comfortable terms for the Redstone family, which holds 77% of Paramount's control actions through their national investment vehicle amusements Inc.

The family is expected to collect $ 1.75 billion for their primordial participation and the rest of national entertainment, which also exploits cinemas.

Lawyers for New York workers' retirement funds, which have paramount actions, have filed an in progress against Paramount and Skydance. This month, they questioned the loan of Ellisons and the future payments of jets on behalf of Redstone, calling them “non-typical conditions of agreement”.

The payments made by Ellison will be deducted from the product of the possible sale of the Redstones, according to a competent person close to Redstone. If the agreement collapses, Paramount owes Skydance to break up of $ 400 million.

Few expect the Skydance takeover offer to collapse. Observers highlight the prominent support of Larry Ellison to Trump as a Skydance in the hole.

Last summer, Skydance and Paramount established a deadline of April 7 at the conclusion of the agreement, according to regulatory documents. After that, Skydance or Redstone, with the support of the Special Committee of Paramount, could go away, but Paramount should pay the rupture costs.

The agreement includes two automatic extensions of 90 days. The first would expire on July 7 – the First anniversary of the agreement signing. (David Ellison first contacted Shari Redstone in mid-2023 when Paramount was in shock from Hollywood's work strikes. At the time, Redstone turned to a banker to help national entertainment respect his financial obligations. The banker played a determining role in facilitating the sale of NAI.)

The representatives of Redstone, Paramount and Skydance refused to comment.

Preferential treatment allegations have long darken the complicated agreement in two stages.

The Redbird Partners' Ellisons and Investment Capital Company agreed last summer to buy national entertainment from the Redstones. After that, Paramount will buy Skydance from an evaluation of $ 4.75 billion. Critics say it is an inflated price for Ellison's company. But Skydance and its donors have also agreed to pump $ 1.5 billion in the battered balance sheet so that the company can repay the debt.

The arrangement also provides $ 4.5 billion to buy shareholders wishing to leave.

New York retirement funds accused the members of the board of directors of Paramount to have violated their fiduciary obligation towards the shareholders by holding an auction designed to ease two winners – Redstone and Skydance, which obtained the right to “acquire a strong discount”, according to the funds. “The losers? Public shareholders of Paramount. “

The shareholders acknowledged that the Redstone family would receive a bonus for their control actions. The question was, how much?

“It's Hollywood:” Show me the money “,” said Gabelli, borrowing from the 1996 film “Jerry Maguire”.

The veteran investor, who helped the father of Redstone, Sumner RedstoneRaising his successful takeover of Paramount Pictures three decades ago, asked a judge to order Paramount to provide financial details of his agreement with Skydance.

Gabelli has nicknamed the efforts of his company “Project Fishbowl”.

“If Shari gets $ 40 per share and our shareholders get $ 23, well, it's too big gap,” said Gabelli. “I am in favor of this agreement (Skydance), but I want to make sure that my customers get a fair price.”

Then a mysterious alternative tenderer appeared.

At the end of January, a group called Project Rise Partners said it was ready to pay $ 13.5 billion for Paramount, $ 5 billion more than the Skydance agreement. The team, in a letter this month at the FCC, urged the agency to block the Skydance agreement.

Skydance was furious, saying that the RISE project appeared after the auction, which ended at the end of August after a period of “Go Shop” of 45 days which was designed to allow competing offers. Project Rise attempted to bring together an offer last summer, but what happened then is in dispute.

Project Rise said that he had tried to seize the auctions, but the officials of Paramount suggested that the group disappears because Ellison had the inner track. Skydance called the RISE project Offer “inserted”.

In a letter to the FCC, Skydance lawyers said they had revealed evidence that Project Rise's offer and donors listed in a September quarter sheet were “pretending”.

Skydance lawyers allegedly allegedly allegedly in the letter from the FCC that Goldman Sachs nor a fund controlled by an Abu Dhabi sheikh had promised upward aid of the project.

The lawyer for Los Angeles de Project Rise, Thomas Watson, said during a hearing in the case of pension funds that the Skydance declaration was based on “sloppy research”.

Shari Redstone, illustrated here in 2019, is Paramount's control shareholder.

(Martina Albertazzi / Bloomberg via Getty Images)

Watson said Skydance had contacted an Abu Dhabi Sheikh – but he was the uncle of their Middle East adviser with a similar name.

“Skydance has stood hand at bad sheikh,” he said.

The pension funds withdrew their request so that the judge blocked the primordial takeover of Skydance after companies and the RISE project told the judge that they would provide discovery equipment.

The co -president of Project Rise, Daphna Edwards Ziman, recognized the nature of “David and Goliath” of her efforts to dislodge the Skydance. She is joined by Moses Gross, who manages the Malka Investment Trust, as co -president.

“We risk losing one of the most emblematic societies in the world,” said Edwards Ziman about Paramount. “Maybe I didn't stand up (but) I just couldn't sit down and watch it go.”

Project Rise will reveal its investors to the Delaware judge, she said.

The defender of human and children's rights – who wrote a thriller of 2011, “the gray zone” – said that she was sympathetic to the fate of Shari Redstone. Edwards Ziman accused Primordial management of the failure of the magnate.

The co-manager of the DAPHNA Edwards ZIMAN project.

(Gracious Daphna Edwards Ziman)

Edwards Ziman and others questioned Skydance and his Redbird Agreement partner of the influence of Paramount Global – even before the conclusion of the agreement.

In addition to Ellison paying Nai loans, the framework of Redbird and the president of Paramount entering Jeff Shell held meetings to familiarize himself with the operations and the team. At the end of last year, at a meeting with a high -level CBS framework, he suggested that the company should resolve the Trump trial, sources said.

Project's efforts should fail.

“The FCC will probably approve the agreement and the company will be sold,” said C. Kerry Fields, business law professor at the USC Marshall School of Business. “While we may not know all the details of the advances of Skydance in Shari, it seems that they treat (its debts) so that it can stay alive to conclude the agreement.

“Redstone,” he added, “doesn't really have any other alternatives.”