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Draft:Paramount Skydance Corporation

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Paramount Skydance Corporation
Paramount Skydance
Company typePublic
ISINUS92556H2067
Industry
Predecessors
List
FoundedJuly 7, 2025; 2 months' time (2025-07-07)
HeadquartersOne Astor Plaza
New York City, U.S.
Area served
Worldwide
Key people
Products
Services
Owners
Divisions
SubsidiariesList of assets owned by Paramount Skydance Corporation
Websiteparamountskydance.com
Footnotes / references
[1][2]

Paramount Skydance Corporation (Paramount Skydance and Paramount Skydance Corp.) is an upcoming American multinational mass media and entertainment conglomerate headquartered in New York City. It was formed from Paramount Global's merger with Skydance Media, after the latter absorbed the former's holding company, National Amusements, on July 7, 2025.

The evolution of Paramount
1886Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company
1912Famous Players Film Company is founded
1913Lasky Feature Play Company is founded
1914Paramount Pictures is founded
1916Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount
1927Famous Players–Lasky renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records
1929Paramount acquires 49% of CBS
1930Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation
1932Paramount sells back its shares of CBS
1934Gulf+Western is founded as the Michigan Bumper Corporation
1935Paramount Publix Corporation renamed to Paramount Pictures
1936National Amusements is founded as Northeast Theater Corporation
1938CBS acquires Columbia Records
1950Desilu is founded and CBS distributes its television programs
1952CBS creates the CBS Television Film Sales division
1958CBS Television Film Sales renamed to CBS Films
1966Gulf+Western acquires Paramount
1967Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios)
1968CBS Films renamed to CBS Enterprises
1970CBS Enterprises renamed to Viacom
1971Viacom is spun off from CBS
1987National Amusements acquires Viacom
1988CBS sells Columbia Records to Sony
1989Gulf+Western renamed to Paramount Communications
1994Viacom acquires Paramount Communications
1995Westinghouse acquires CBS
1997Westinghouse renamed to CBS Corporation
2000Viacom acquires UPN and CBS Corporation
2005Viacom splits into second CBS Corporation and Viacom
2006CBS Corporation shuts down UPN and replaces it with The CW
2017CBS Corporation sells CBS Radio to Entercom (now Audacy)
2019CBS Corporation and Viacom re-merge as ViacomCBS
2022ViacomCBS renamed to Paramount Global
2024Skydance Media and Paramount Global agree to merge

Background

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Main articles: Paramount Global and Skydance Media

Paramount Pictures, CBS, and Viacom each had a history of being associated with one another through a series of various corporate mergers and splits.[3]

1912–1952

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Paramount Pictures was founded in 1912 as the Famous Players Film Company.[4] CBS was founded in 1927, which Paramount Pictures held a 49 percent ownership stake in from 1929 to 1932.[5][6]

1952–1989

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In 1952, CBS formed CBS Television Film Sales, a division which handled syndication rights for CBS's library of network-owned television series. This division was renamed CBS Films in 1958, again renamed CBS Enterprises in January 1968, and finally renamed Viacom (an acronym of Video and Audio Communications) in 1970. In 1971, this syndication division was spun off amid new FCC rules forbidding television networks from owning syndication companies (these rules were eventually abolished completely in 1993).[7] In 1986, Viacom purchased MTV Networks and Showtime/The Movie Channel Inc. from Warner Communications and American Express.[8] In 1987, Viacom was acquired by theater operator company National Amusements.[9]

1989–2024

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Meanwhile, Paramount Pictures was acquired by Gulf and Western Industries in 1966, which then re-branded itself as Paramount Communications in 1989.[10] Viacom then purchased Paramount Communications in 1994. In 1999, Viacom made its biggest acquisition to date by announcing plans to merge with its former parent CBS Corporation (the renamed Westinghouse Electric Corporation, which had merged with CBS in 1995). The merger was completed in 2000, resulting in CBS reuniting with its former syndication division.

On December 31, 2005, Viacom was split into two companies: the second incarnation of CBS Corporation, the former's corporate successor, and the second incarnation of Viacom, which was formed as a spin-off.[11]

Skydance Media founded in 2006 by David Ellison.

On September 29, 2016, National Amusements, the parent company of CBS Corporation and Viacom, wrote to Viacom and CBS Corporation encouraging the two companies to merge back into one company. On December 12, the deal was called off.

On August 13, 2019, CBS and Viacom officially announced their merger; the combined company was to be named ViacomCBS, with Shari Redstone serving as chair. Upon the merger agreement, Viacom and CBS jointly announced that the transaction is expected to close by the end of 2019, pending regulatory and shareholder approvals. The merger required approval by the Federal Trade Commission (FTC).

On October 28, 2019, the merger was approved by National Amusements, which then announced the deal would close in early December; the recombined company trades its shares on Nasdaq under the symbols "VIAC" and "VIACA" after CBS Corporation delisted its shares on the New York Stock Exchange(NYSE).

On November 25, 2019, Viacom and CBS announced the merger would close on December 4 and begin trading on NASDAQ on the next day. On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed. Renamed Paramount Global in 2022.

History

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Main article: Proposed merger of Skydance Media and Paramount Global

Formation of operations (2024–2025)

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On December 20, 2023, it was reported by Axios and The New York Times that David Zaslav, CEO of Warner Bros. Discovery, had met with Bob Bakish and had discussed a possible merger. Spokespeople for the two companies stated that the talks were preliminary and may not resulted in a deal,[12][13] while Fox Business reported via internal sources that Zaslav was "not in deal mode".[14]

On January 10, 2024, National Amusements was reported to be considering a deal or merger regarding Paramount Global, with Skydance Media considering an all-cash bid of $2.5 billion for the earlier company.[15][16] During this time, Paramount announced it would be laying off 800 employees.[17] On February 27, 2024, CNBC reported that Warner Bros. Discovery halted the merger talks with Paramount.[18]

On April 2, 2024, Paramount and National Amusements approached Skydance for an exclusive acquisition window agreement. Shari Redstone and David Ellison sought a three-way transaction between the companies.[19] On April 18, it was reported that Sony Pictures was interested in acquiring Paramount Global through a joint buyout with Apollo.[20][21][22]

On April 29, 2024, Bob Bakish stepped down from his role as President and CEO. He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy.[23] The Los Angeles Times characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal.[24] McCarthy was legally designated the company's "interim principal executive officer" in order to comply with SEC regulations stipulating that one person must conduct "the normal course of business".[25]

On May 2, Sony and Apollo submitted a non-binding offer to Paramount for a $26 billion all-cash offer, with terms unclear at that point.[26] Skydance's exclusive negotiation window ended on May 3, 2024 and was not renewed, although the company was still interested in buying Paramount. The following day, Paramount's board members met, considering a "go-shop" approach for other such offers; it was ultimately decided that they would begin negotiations regarding Sony and Apollo's offer while still holding non-exclusive talks with Skydance.[27] That same day, Berkshire Hathaway's Warren Buffett stated in an annual meeting that he had sold all of his shares in Paramount at a substantial loss.[28] By May 17, Sony and Apollo signed non-disclosure agreements allowing them to investigate Paramount's private financial information, further progressing their bid. However, at that time, the companies were reportedly backing away from their all-cash offer and were re-thinking their approach to a deal for the company's assets.[29][30]

In late May, Skydance would revise its offer to acquire National Amusements, paying $2.25 billion and stipulating that Paramount's shareholders would receive $4.5 billion in cash, with the company taking $1.5 billion in debt reduction funds, which The Wall Street Journal reported an independent committee representing Paramount had ultimately recommended.[31][32][16] By June 3, Paramount and Skydance had agreed to terms of a merger. A final deal was expected to be announced in the coming days.[33] However, at that point, Redstone's National Amusements had not formally approved the deal.[34] Redstone was reportedly displeased with the revised terms, as she would now received less money for her shares and Skydance wanted Redstone to assume legal liabilities in the case of shareholders lawsuits unhappy with the deal.[35] She considered a sale of her company to another bidder, with such names as writer and producer Steven Paul, businessman Edgar Bronfman Jr., Bain Capital, Patrón Tequila founder John Paul DeJoria and businessman Barry Diller in the running.[36][32] On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount.[37]

By July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount.[38] The deal was referred by National Amusements to Paramount's special committee.[39] Also, Paramount reportedly entered talks for a sale of the BET Media Group to buyers led by BET CEO Scott Mills for $1.6–$1.7 billion.[40]

On July 7, 2024, Paramount's board approved the deal to merge with Skydance.[41] Under the final deal, which has an enterprise value of $28 billion, Ellison would be appointed as Chairman and CEO of what is currently being called "New Paramount" and former NBCUniversal CEO Jeff Shell would become company president. Before finalization, Paramount Global would retain a 45-day window to shop for matching or superior offers from other bidders. Redstone will receive $2.4 billion for her share in National Amusements.[42] If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company.[43] Skydance's executive team supported the potential sale of several Paramount assets which were deemed "not strategic" to their plans, including BET and others.[44]

In August 2024, Paramount announced it would lay off 15% of its U.S. workforce, amounting to about 2,000 employees. The cuts came as a result of a $6 billion write-down on its cable TV networks.[45] This included the shutdown of Paramount Television Studios.[46][47] The following month, Paramount sold Vidcon to UK firm Informa.[48]

In November 2024, it was reported that Shari Redstone would leave Paramount Global after the company completed its planned merger with Skydance Media.[49] As previously announced, the merged entity will see David Ellison, founder of Skydance Media, assume the roles of chairman and CEO, while Jeff Shell, former CEO of NBCUniversal, will become president.[49] In December 2024, before merger, Paramount consolidated its television and streaming units into one.[50]

Units

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List of assets owned by Paramount Skydance Corporation

References

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  1. ^ "SEC Filing – ViacomCBS Inc". ViacomCBS. Archived from the original on July 18, 2020. Retrieved July 14, 2020.
  2. ^ "Paramount Global Annual Report (Form 10-K)". U.S. Securities and Exchange Commission. February 28, 2024. Retrieved February 28, 2024.
  3. ^ Spencer, Samuel (February 16, 2022). "Did Paramount Buy ViacomCBS? The Reason Behind the Company's Name Change". Newsweek. Archived from the original on June 27, 2022. Retrieved February 19, 2022.
  4. ^ Abel, Richard (1994). The Ciné Goes to Town: French Cinema, 1896–1914. University of California Press. p. 10. ISBN 0-520-07936-1.
  5. ^ Laurence Bergreen (1980). Look Now, Pay Later: The Rise of Network Broadcasting. New York City: Doubleday and Co. p. 61. ISBN 978-0-451-61966-2.
  6. ^ Erik Barnouw (1966). A Tower in Babel: A History of Broadcasting in the United States to 1933. New York City: Oxford University Press. p. 261. ISBN 978-0-19-500474-8.
  7. ^ D. Croteau; W. Hoynes (2006). The Business of Media: Corporate Media and the Public Interest. Thousand Oaks, California: Pine Forge Press. pp. 100–101.
  8. ^ Fabrikant, Geraldine (September 17, 1986). "Viacom Chief Leads Group's Buyout Bid". The New York Times. ISSN 0362-4331. Archived from the original on January 30, 2021. Retrieved January 23, 2021. In November 1985, Viacom acquired MTV for $326 million in cash and warrants. One-third of MTV was publicly owned; the rest was owned by Warner Communications and the American Express Company. At the same time, Viacom bought 50 percent of Showtime, the pay television service, that it did not already own for $184 million.
  9. ^ "Viacom Inc. has acquired Viacom International Inc". Los Angeles Times. 1987-06-10. Archived from the original on June 15, 2023. Retrieved 2023-06-15.
  10. ^ Williams, Linda (April 10, 1989). "Gulf & Western Wants Buyer for Finance Division: Paramount's Parent Plans to Change Name, Focus on Entertainment, Publishing". Los Angeles Times. Archived from the original on June 26, 2013.
  11. ^ "CBS And Viacom Complete Merger". CBS News. April 26, 2000. Archived from the original on October 20, 2020. Retrieved March 30, 2021.
  12. ^ Fischer, Sara (20 December 2023). "Scoop: Warner Bros. Discovery in talks to merge with Paramount Global". Axios. Retrieved 21 December 2023.
  13. ^ Mullin, Benjamin (20 December 2023). "Warner Bros. Discovery in Talks to Merge With Paramount". The New York Times. Retrieved 21 December 2023.
  14. ^ Charlie Gasparino, Eleanor Terrett (2023-12-21). "Warner Bros. Discovery CEO Zaslav not ready to make deal for Paramount but options remain on table". Fox Business. Retrieved 2023-12-23.
  15. ^ Hayes, Dade (January 10, 2024). "New Paramount Merger Scenario Has Skydance Reportedly Mulling All-Cash Bid For National Amusements". Deadline Hollywood. Retrieved July 5, 2024.
  16. ^ a b Weprin, Alex; Masters, Kim (2024-06-09). "Why Is Shari Redstone so Upset?". The Hollywood Reporter. Retrieved 2024-08-01.
  17. ^ Spangler, Todd (2024-02-13). "Paramount Global Laying Off 800 Employees as CEO Bakish Cites Need to Cut Costs". Variety. Retrieved 2024-08-09.
  18. ^ Sherman, Alex (February 27, 2024). "Warner Bros. Discovery halts merger talks with Paramount Global, sources say". CNBC. Retrieved February 27, 2024.
  19. ^ Littleton, Cynthia (2024-04-03). "National Amusements and Paramount Global Close to Setting an Exclusive Window for Acquisition Talks with Skydance Media". Variety. Retrieved 2024-04-03.
  20. ^ "Sony, Apollo discuss joint bid for Paramount, says source". Yahoo Finance. 2024-04-19. Retrieved 2024-04-28.
  21. ^ Grimes, Christopher; Gara, Antoine; Keohane, David (19 April 2024). "Sony and Apollo discuss teaming up to bid for Paramount Global". www.ft.com. Retrieved 2024-04-25.
  22. ^ "Apollo Global reportedly still interested in deal for all or parts of Paramount". C21media. Retrieved 2024-03-19.
  23. ^ Goldsmith, Jill (2024-04-29). "It's Official: Bob Bakish Is Out At Paramount Global, Trio Of Division Heads Form New Office Of The CEO". Deadline. Retrieved 2024-04-29.
  24. ^ James, Meg (July 3, 2024). "So the Paramount and Skydance deal is back on track. What happened and what's next?". The Los Angeles Times. Retrieved July 5, 2024.
  25. ^ Goldsmith, Jill (May 3, 2024). "Paramount Unveils Bob Bakish Exit Terms, Names Chris McCarthy 'Interim Principal Executive' For SEC Purposes". Deadline. Retrieved May 7, 2024.
  26. ^ Spangler, Todd (May 2, 2024). "Sony Pictures, Apollo Offer to Buy Paramount Global for $26 Billion in Cash". Variety. Retrieved July 8, 2024.
  27. ^ Goldsmith, Jill (4 May 2024). "Paramount To Negotiate With Sony & Apollo But Continue Skydance Talks; James Cameron, Ari Emanuel Back David Ellison – Update". Deadline Hollywood. Retrieved 5 May 2024.
  28. ^ Hayes, Dade (4 May 2024). "Warren Buffett Says He Has Sold All Of His Paramount Global Stock, Losing "Quite A Bit Of Money"". Deadline Hollywood. Retrieved 5 May 2024.
  29. ^ Mullin, Benjamin; Hirsch, Lauren (May 17, 2024). "Sony and Apollo Take Key Step in Bid for Paramount's Assets". The New York Times. Retrieved July 8, 2024.
  30. ^ "Sony and Apollo move ahead with Paramount bid process but reticent about earlier plan, NYT reports". Reuters. May 17, 2024. Retrieved July 8, 2024.
  31. ^ Manfredi, Lucas (31 May 2024). "Paramount Special Committee Recommends Revised Offer From David Ellison's Skydance Media". TheWrap. Retrieved 3 June 2024.
  32. ^ a b Palmeri, Christopher (June 5, 2024). "Paramount's Rival Bidders Include the Patrón Tequila Billionaire". Bloomberg News. Retrieved June 5, 2024.
  33. ^ Rizzo, Lillian; Sherman, Alex (3 June 2024). "Paramount and Skydance agree to terms of a merger deal". CNBC. Retrieved 3 June 2024.
  34. ^ Spangler, Todd (June 3, 2024). "Paramount, Skydance Agree on New M&A Deal Terms but Shari Redstone Hasn't Approved Pact Yet". Variety. Retrieved June 5, 2024.
  35. ^ D'Alessandro, Anthony; Goldsmith, Jill (2024-06-12). "What's Next For Paramount After Skydance Merger Talks Fail". Deadline. Retrieved 2024-08-01.
  36. ^ Chmielewski, Dawn (June 4, 2024). "Paramount-Skydance talks take turn as rival bidders press their case". Reuters. Retrieved June 5, 2024.
  37. ^ Rizzo, Lillian (11 June 2024). "National Amusements stops discussions with Skydance on Paramount deal, sources say". NBC News. Retrieved 11 June 2024.
  38. ^ Mullin, Benjamin; Hirsch, Lauren (2024-07-02). "Paramount and Skydance Are Said to Reach a Deal to Merge". The New York Times. ISSN 0362-4331. Retrieved 2024-07-03.
  39. ^ Rizzo, Lillian (July 2, 2024). "Skydance and National Amusements near Paramount deal as special committee reviews terms". NBC News. Retrieved July 4, 2024.
  40. ^ Spangler, Todd (July 2, 2024). "Paramount Reportedly in Talks to Sell BET for $1.6 Billion in Buyout Led by CEO Scott Mills". Variety. Retrieved July 8, 2024.
  41. ^ Mullin, Benjamin; Hirsch, Lauren (2024-07-07). "Paramount Agrees to Merge With Skydance". The New York Times. ISSN 0362-4331. Retrieved 2024-07-08.
  42. ^ "SKYDANCE MEDIA AND PARAMOUNT GLOBAL SIGN DEFINITIVE AGREEMENT TO ADVANCE PARAMOUNT AS A WORLD-CLASS MEDIA AND TECHNOLOGY ENTERPRISE". July 7, 2024. Retrieved July 8, 2024.
  43. ^ Spangler, Todd (July 8, 2024). "Paramount Global Will Pay Skydance $400 Million Breakup Fee if It Lands a Better Offer". Variety. Retrieved July 8, 2024.
  44. ^ Huston, Caitlin (July 8, 2024). "Skydance Team Would "Be Supportive Of" Paramount Selling Off Some Assets". The Hollywood Reporter. Retrieved July 8, 2024.
  45. ^ Spangler, Todd (2024-08-08). "Paramount to Lay Off 15% U.S. Workforce, About 2,000 Employees, in Fresh Round of Cuts". Variety. Retrieved 2024-08-09.
  46. ^ James, Meg (2024-08-13). "Paramount shutters television studio, begins major layoffs ahead of Skydance merger". Los Angeles Times. Retrieved 2024-08-14.
  47. ^ Andreeva, Nellie (13 August 2024). "Paramount Television Studios Shutting Down Amid Cutbacks". Deadline Hollywood. Retrieved 13 August 2024.
  48. ^ Knolle, Sharon (2 September 2024). "Paramount Sells VidCon Creator Conference to UK Firm Informa". The Wrap. Retrieved 19 September 2024.
  49. ^ a b "Paramount Chair Shari Redstone Will Leave Board After Skydance Merger". Bloomberg.com. 2024-11-05. Retrieved 2024-11-07.
  50. ^ Spangler, Todd (2024-12-11). "Paramount Consolidation of U.S. TV and Streaming Distribution Teams Results in Staff Cuts". Variety. Retrieved 2024-12-12.
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