In the latest twist to a heated corporate drama, Sony Pictures Entertainment and the private equity behemoth Apollo Global Management have taken aim at Paramount Global, formally expressing interest this week in acquiring the media giant for roughly $26 billion, according to two people familiar with the matter.
The surprise move adds fresh upheaval to an already chaotic deal-making process at Paramount, which for months has been engaged in exclusive negotiations about a prospective merger with Skydance, David Ellison’s production company. That exclusivity period expires on Friday.
The new, nonbinding expression of interest from Sony and Apollo, conveyed in a letter earlier this week, proposes an all-cash acquisition of Paramount that may have an appeal to shareholders who have been critical of the Skydance deal. Critics argue that the transaction would improperly benefit Shari Redstone, who controls Paramount through her family’s holding company National Amusements.
Under the proposal from Sony and Apollo, the Japanese conglomerate would become a significant majority and controlling shareholder in a combined entity, while Apollo would take a minority stake. Executives at Sony, perhaps best known for its electronics and gaming businesses, have discussed folding Paramount’s operations into the company as a new division, according to people briefed on their plans.
A combination of the two studios would create a new powerhouse in Hollywood by uniting Paramount’s “Mission: Impossible” franchise, among other properties, with Sony’s lucrative catalog of films like “Spider-Man.”
For Sony, acquiring Paramount would bulk up its entertainment arm, which in relative terms has been a small part of its multimedia operations. Sony’s drift into media deal-making has been unconventional: Like Comcast, which owns NBCUniversal, the company has a highly profitable flagship business — in Sony’s case, its consumer electronics sales — that insulates it from the entertainment industry’s recent troubles.
While the letter from Sony’s Tony Vinciquerra, the chief executive of its entertainment unit, and Aaron Sobel, a partner at Apollo, is intended as a starting point for negotiations, the two companies have not yet commenced an examination of Paramount’s books, known as due diligence, which could affect the price they are willing to pay, according to one of the people familiar with the matter.
A major stumbling block could be Paramount’s CBS broadcast network. Federal regulations restrict foreign ownership of such networks, potentially complicating Sony’s path to control of CBS. But the companies believe they can overcome that problem, the people familiar with the plans said.
One possible solution: Have Apollo, a U.S. firm that already owns the TV station group Cox Media and has won government approval for other broadcast deals, take over the CBS broadcast license. The Federal Communications Commission (FCC) did block a separate deal that involved Apollo when the investment firm Standard General tried, with Apollo financing, to buy Tegna, another station owner.
Determining whether Ms. Redstone would accept an offer from Sony and Apollo is another critical unknown. She has already signed off on the potential Skydance transaction, which would make Mr. Ellison a pivotal player by combining his production company with a restructured Paramount.
The new expression of interest from Sony and Apollo will put more pressure on Paramount’s special board committee evaluating the company’s options to take a hard look at the $26 billion offer as an alternative to the Skydance deal.
It comes at a rocky time for Paramount. Bob Bakish, who until this week was chief executive, stepped down amid tensions with Ms. Redstone, who pushed to replace him. Mr. Bakish had expressed reservations about the deal being discussed with Skydance.
In his place, Paramount’s board installed a trio of longtime executives — George Cheeks, Chris McCarthy and Brian Robbins — in an “office of the C.E.O.” The three, who collectively have decades of experience inside Paramount’s operations, are untested in such a shared leadership structure.
At the same time, Paramount continues an expensive attempt to build up its Paramount+ streaming service, which has struggled for traction against the subscription giants Netflix, Disney+ and others. The uncertainty around Paramount’s future ownership and leadership raises fresh doubts about the company’s go-forward strategy.
It remains to be seen whether Ms. Redstone, long determined to restore Paramount to its former stature in Hollywood, will embrace a deal with two deep-pocketed suitors like Sony and Apollo. But their entry into the drama has already delivered an unexpected jolt, with unpredictable consequences for one of the industry’s most fabled studios.
This article was originally published on May 2, 2024, at 5:30 pm ET.
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