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Merger of Skydance Media and Paramount Global

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Merger of Skydance Media and Paramount Global
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On July 7, 2024, American media companies Skydance Media and Paramount Global announced a definitive agreement to merge in a deal valued at $8 billion, forming a new entity known as "Paramount Skydance Corporation". The agreement values the newly formed entity at approximately $28 billion.[2][3]

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In 2023, after grappling with debt and striving to remain competitive in the entertainment industry, Paramount's parent company, National Amusements, explored potential merger and acquisition opportunities for Paramount Global. Numerous prominent companies, such as Sony Pictures, Warner Bros. Discovery, Apollo Global Management, Edgar Bronfman Jr., Allen Media Group, and Skydance Media, had indicated their interest in exploring potential business partnerships or purchasing the company.[4]

After first coming to a merger deal with Skydance, Paramount and Skydance canceled the proposed merger on June 11 due to unsatisfactory conversations. Following a break in the talks, Skydance was able to reach a preliminary agreement on July 2, 2024, to perform a 3-way merger between it, National Amusements, and Paramount to establish what was then known as "New Paramount".[5] After the merger closes, Skydance Media CEO David Ellison will become the chairman and CEO of the combined company and Jeff Shell will be the president.[6]

The deal was expected to close in the first half of 2025, pending required regulatory approvals, according to reports.[7] If the deal wasn't closed by April 7, 2025, subject to two automatic 90 day extensions, or if the deal is blocked by a government regulator, either party can end the deal, with Paramount having to pay a $400 million termination fee.[8] Paramount said in February 2025 and May 2025 that it expected the transaction to close within the first half of the year, but it did not happen.[9][10] With the deal not yet approved, the first automatic extension to July 7, 2025 went into effect on April 8, 2025,[11][12] after which the second automatic extension to October 4, 2025 went into effect on July 7, 2025.[13][14] The SEC and the European Commission (EC) approved the transaction in February 2025.[15][1]

On July 22, 2025, it was reported that Oracle Corporation was in talks with Skydance Media for a $100 million-per-year contract to provide cloud software once the latter's acquisition of Paramount Global is completed.[16]

On July 24, 2025, the FCC approved the merger between Paramount Global and Skydance Media.[17][18] On August 1, 2025, Skydance announced that the transaction is currently expected to close this Thursday.[19][20]

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Background

Paramount Global has faced significant financial challenges, worsened by losses in its streaming services, declining viewership across cable networks, and substantial debt management issues.[21] National Amusements president Shari Redstone had expressed interest in selling her controlling stake in Paramount Global in December 2023 to Skydance.[22] Redstone had been very particular about maintaining the integrity of Paramount Global's assets, especially CBS and Paramount Pictures.[23] The media landscape was evolving rapidly, with Paramount struggling to compete against media giants like Netflix, Amazon, and The Walt Disney Company.[24][25][26]

According to reports, Bob Bakish, the president and CEO of Paramount Global, and David Zaslav, the CEO of Warner Bros. Discovery, met on December 20, 2023, to examine the possibility of a merger. While representatives for the two businesses said that negotiations were in the early stages and would not guarantee a deal,[27][28] it was revealed through insider sources that Zaslav was "not in deal mode".[29]

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History

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Initial talks

According to reports on January 10, 2024, Skydance Media was considering making an all-cash bid of $2.5 billion for Paramount Global, while National Amusements was reportedly considering a deal or merger.[30][31] Warner Bros. Discovery ended the merger negotiations with Paramount on February 27, 2024.[32]

Skydance was approached by Paramount and National Amusements on April 2, 2024, regarding an exclusive acquisition window agreement. David Ellison and Shari Redstone aimed for a three-way deal involving the corporations.[33] On April 18, 2024, Sony Pictures Entertainment and Apollo Global Management were considering making a bid to acquire Paramount Global.[34][35][36]

On April 29, 2024, Bakish stepped down from his role as President and CEO. Reports characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal.[37] He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy.[38] According to SEC standards, McCarthy had to be named as the company's "interim principal executive officer" in order for one person to oversee "the normal course of business".[39]

Sony and Apollo Global Management made Paramount a non-binding bid on May 2 for a $26 billion all-cash deal.[40] Even though Skydance was still interested in purchasing Paramount, its exclusive negotiation window expired on May 3, 2024, and it was not extended. When the board members of Paramount gathered together the next day to discuss taking a "go-shop" approach to other bids of this like, they finally agreed to start negotiating with Sony and Apollo's offer while continuing to have non-exclusive conversations with Skydance.[41] In an effort to forward their proposal, Sony and Apollo signed non-disclosure agreements before May 17 that permitted them to look into Paramount's confidential financial data. But at that same time, it was said that the businesses were reconsidering their strategy for a purchase involving the company's assets and were pulling back from their all-cash offer.[42][43]

Skydance announced in late May that it would rework its offer to buy National Amusements, paying $2.25 billion and requiring that the company accept $1.5 billion in debt reduction funds, as reported by The Wall Street Journal, and that Paramount's shareholders receive $4.5 billion in cash.[44][45][31] Paramount and Skydance had reached a merger agreement by June 3. An announcement of the final agreement was anticipated in the next few days.[46] Redstone's National Amusements had not, however, officially approved the sale at that point.[47]

Redstone was reportedly displeased with the revised terms, as she would now receive less money for her shares. Skydance also wanted Redstone to assume legal liabilities in the case of lawsuits by shareholders who were unhappy with the deal.[48] 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 and former Paramount Pictures CEO Barry Diller in the running.[49][45] On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount.[50]

Signing definitive agreement

On July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount. The deal was referred by National Amusements to Paramount's special committee.[51] The leadership team at Skydance approved of the possible sale of a number of Paramount properties that were judged "not strategic" for their goals, including BET and others.[52] According to reports, Paramount started negotiations to sell BET Networks for $1.6–$1.7 billion to purchasers led by Scott Mills, the CEO of the business.[53]

On July 7, 2024, Paramount's board approved the deal to merge with Skydance.[54] The deal will close in two phases: first, a group of investors from Skydance will pay $2.4 billion in cash to purchase National Amusements, the parent company of Paramount Global; second, Paramount Global will pay its Class A and Class B stockholders $4.5 billion in cash and shares. In addition, Paramount will add $1.5 billion in primary capital to its balance sheet. The second phase will see an all-stock merger between Skydance Media and Paramount, valued at $4.75 billion. Equity holders in Skydance will get 317 million Class B shares, with a market value of $15 per share. Paramount Global would have 45 days to look for better or matching offers from other bidders before finalizing.[6][55] If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company.[56]

According to Paramount Global, the merger will inject significant capital into Paramount, helping to address its debt and enabling investments in new content and technologies.[57] It will support Paramount Global's expansion into other entertainment industries, such as animation, sports and video games, where it currently has less presence. Ellison's vision is for the new company "to be both a media and technology enterprise".[58] Skydance will benefit from greater resources and infrastructure, allowing it to produce more large-scale content. Additionally, Skydance will gain from Paramount's brands, intellectual property, and distribution network.[59]

Regulatory issues

FCC license reviewal and investigation on news distortion complaint of 60 Minutes interview

On October 6, 2024, Bill Whitaker interviewed vice president Kamala Harris during the 2024 presidential election on the CBS News program 60 Minutes, which aired on CBS. During the interview, Whitaker discusses the United States' relationship with Israel during the ongoing Israeli–Palestinian conflict, asking whether Israeli Prime Minister Benjamin Netanyahu was listening to the Biden-Harris Administration.[60] Another CBS News program Face the Nation also briefly aired a preview of the interview.

On October 16, 2024, the Center for American Rights (CAR) filed a complaint with the FCC during the license renewal process for WCBS-TV, the CBS owned-and-operated station in New York City, requesting an investigation for “news distortion” in the airing of the 60 Minutes interview.[61] CAR claims that the interview was edited to favor Harris, potentially violating FCC regulations. Former FCC commissioner Jessica Rosenworcel quickly dismissed the complaint, only to be revived by the new commissioner Brendan Carr. Under Carr, he revived the complaint with the interview and requested the raw footage and full transcript of the interview.[62][63] CBS agreed to publicly release the footage and transcript on January 31, 2025.[64] Although the WCBS FCC case is separate, news reports and comments by Carr have suggested that the case could influence the merger approval.[65][66][67][68] As part of the agreement, CBS agreed to create an Ombudsman to monitor its news channels to root out "bias" at CBS News,[69] and Trump also claimed the company had agreed to give it $26 million dollars worth of free airtime.[70]

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Assets

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Merged assets

Skydance Media and Paramount Global have been collaborating on multiple films ever since Skydance signed a five-year, (since extended), partnership to co-produce and co-finance films with Paramount Pictures in 2009. Both companies co-own and produce numerous franchises, such as Top Gun, Mission: Impossible, Transformers film rights (co-owned by Hasbro), and Star Trek. Skydance aims to integrate its animation studio, Skydance Animation, with Paramount Animation and Nickelodeon franchises, including SpongeBob SquarePants and Avatar: The Last Airbender, to expand content offerings.[71] With Paramount's acquisition, Skydance will enter multiple markets, including broadcasting with CBS Entertainment, music with Paramount Music, home media with Paramount Home Entertainment and streaming services with Paramount+. Paramount is also entering the video games market, with Skydance Interactive and Skydance New Media.[72]

Key assets

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Reception

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Entertainment industry

There was opposition from Hollywood producers and creatives such as James Cameron, regarding the possible sale of Paramount to Sony Pictures. The main concerns revolved around the potential reduction in the number of studios producing content, which could have limited opportunities for writers and producers.[73] The Writers Guild of America (WGA) had also voiced concerns about the consolidation trend in Hollywood, arguing that it could possibly lead to fewer choices and less diversity in content.[74] Creatives like Jane Fonda and John Krasinski have voiced their support for David Ellison, while Mark Wahlberg described a merger with Skydance as a "win for the industry".[75] The television animated comedy South Park, which had recently completed a $1.5 billion dollar deal to stream on Paramount+, criticized and satirized the deal in its Season 27 opening episode Sermon on the 'Mount, released on July 23.[76]

Political

The merger received criticism over the conditions and timing of the deal, with opponents characterizing it as "an effort by the government to exert political influence over the press". Critics described it as a capitulation of the media to Trump's personal agenda, and that "the timeline between that and the FCC's approval signals an unprecedented intervention by the government in the editorial operations of the independent press". FCC Commissioner Anna Gomez criticized the merger, saying in her dissent "In an unprecedented move, this once-independent FCC used its vast power to pressure Paramount to broker a private legal settlement and further erode press freedom ... Even more alarming, it is now imposing never-before-seen controls over newsroom decisions and editorial judgment, in direct violation of the First Amendment and the law." Democratic Senator Elizabeth Warren wrote on X: "Sure looks like they paid Donald Trump $36 MILLION for this merger. Bribery is illegal no matter who is president".[77]

Brendan Carr defended the deal, saying "I think it's time for a change" and that "President Trump is fundamentally reshaping the media landscape and the way he's doing that is, when he ran for election, he ran directly at these legal broadcast media outlets [...] For years government officials just allowed those entities [...] to dictate the political narrative and he has fundamentally changed the game".[77]

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References

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