Upon closing of Paramount Global and Skydance Media’s $8 billion merger, Oracle co-founder and chairman Larry Ellison will hold a minority voting interest of approximately 35.5% in the combined company.
When Skydance first submitted its broadcast license transfer application to the FCC in September, the initial filing stated that the Skydance investor consortium would hold 100% of the equity and voting interests in National Amusements Inc., the holding company for Paramount’s controlling stake.
Pinnacle Media, a group of three ventures formed “as special-purpose vehicles to hold the Ellison family’s interest in NAI and Paramount,” was set to control approximately 77.5% of such interests, while RedBird Capital Partners was expected to hold the remaining approximately 22.5%.
The move signaled that the elder Ellison was poised to have a large role in New Paramount. But that was later amended in October, with Skydance stating that David Ellison would control 100% of the family’s voting interest as its “sole manager.”
Now, according to the final order released by the Federal Communications Commission on Thursday, another amendment was made to Skydance’s application on July 16, which states that the younger Ellison will grant Sayonara LLC, which is controlled by the elder Ellison through a revocable trust, a voting interest equal to approximately 35.5%. Meanwhile, Pinnacle Media will grant the younger Ellison 64.5% of its respective voting interest in NAI.
In accordance with the voting percentages, David Ellison and Sayonara will have the right to designate the Ellison family directors of NAI and New Paramount. The amendment notes that Sayonara will not have any “veto rights, or any special or outsized voting rights,” in NAI or New Paramount as a result of the minority voting interest. It added that the changes were being undertaken for “the sake of efficiency and cost savings at New Paramount.”
Under the two-step deal, Skydance is set to acquire controlling shareholder Shari Redstone’s holding company National Amusements, which controls 77.4% of the Paramount Class A common stock outstanding and approximately 9.5% of the overall equity of the company, before merging with the Hollywood studio.
The deal provides $2.4 billion for Redstone, $4.5 billion to non-NAI Paramount shareholders and an additional $1.5 billion in new capital to help pay down debt and recapitalize the company’s balance sheet. Larry Ellison is providing $6 billion in financing for the deal, while the remainder will come from RedBird.
Skydance’s consortium of investors will control 70% of shares outstanding. The combined company will have an enterprise value of $28 billion, while Skydance is being valued at $4.75 billion.
David Ellison will serve as New Paramount’s CEO, while Jeff Shell will serve as president. Redstone will exit Paramount’s board of directors and Paramount co-CEO Chris McCarthy will exit the company following the deal’s closing. The company’s stock will also begin trading on the Nasdaq under the ticker symbol PSKY.
Shares of Paramount closed down 1.58% at $13.05 apiece on Friday. The stock is up 13.8% in the past year and 23% year to date. As of the end of Friday’s trading session, Paramount has a market capitalization of $9.19 billion.
