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5 days ago
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Paramount Global moved a step closer to a deal, technically anyway, as the Securities and Exchange Commission made effective its registration statement, or S-4 outlining the transaction. It’s a complicated process and can be a long as the Commission comes back and back with questions that need to be addressed to its satisfaction. That’s done.
“On behalf of the Board of Directors (the “Paramount Board”) of Paramount Global, a Delaware corporation (“Paramount”), we are pleased to enclose the information statement/prospectus relating to the proposed transaction among Paramount, Skydance Media, LLC, a California limited liability company (“Skydance”), and certain affiliates of investors of Skydance,” read the company’s official S-4, which can be formally sent to shareholders.
Earlier this week, the European Commission approved the proposed merger saying it doesn’t pose competitive concerns in the EU given the combined company’s limited market position.
But the key green light, approval by the U.S. Federal Communications Commission, is still pending. Led by Donald Trump-appointed Commissioner Brendan Carr, the process has become controversial, running in tandem with Trump’s lawsuit against CBS News over 60 Minutes’ editing of an interview with Kamala Harris. Carr is investigating the same as part of the deal review in response to a complaint from a conservative group.
Last week, CBS News handed over a transcript of the interview, showing that an answer she gave in a Face the Nation promo and another to 60 Minutes were merely two parts of her response to the same question.
Executives at Paramount have been talking about a possible settlement with Trump as the merger between Shari Redstone-controlled Paramount Global and David Ellison’s Skydance hangs in the balance. Billionaire Oracle co-founder and CEO Larry Ellison is a big supporter of Donald Trump.
Disney in December settled a Trump defamation lawsuit against ABC News.
Earlier today, a group of Democratic senators fired off a letter to Carr blasting his “weaponization” of the agency to “punish, censor or intimidate” members of the press based on “political disagreement over editorial choices.”
Paramount Global is also involved in a trio of shareholder cases in Delaware Chancery Court.
A judge recently ruled in favor of the State of Rhode Island Employees’ Retirement System, which requested information from Paramount around the merger. It believes Redstone directed deals to holding company NAI, which benefitted Redstone the most, while deflecting offers for the entire company, which would have been more lucrative for other shareholders. A judge said the request appears justified.
Gabelli Funds, the largest holder of Paramount voting Class A shares besides Shari Redstone, is also asking for information as it seeks to establish whether its clients are receiving the same consideration as Redstone for their A shares.
A third suit on behalf of five New York City Pension Funds asked the court to stay the deal because the Special Committee evaluating offers declined to consider an 11th hour buyout from a group called Project Rise Partners. Paramount has said the offer came too late, after the end of its contractual “go shop” period where it could entertain other bids.
