Paramount Global‘s beleaguered stock faltered Monday as investors fretted over the ongoing talks between controlling shareholder National Amusements Inc. and Skydance Media.As the moon blocked out the sun across a swath of the U.S. in a total eclipse, the stock behaved accordingly, falling almost 8% on heavier-than-average trading volume to finish at $11.06. The shares, which have lost nearly half their value over the past year, retreated amid numerous reports about how a tentative deal between David Ellison‘s Skydance and Shari Redstone‘s National Amusements would be structured.While NAI controls more than three-quarters of Paramount’s voting shares, it has only about 10% of the company’s equity, posing a risk of dilution for a number of other shareholders. During their 30-day exclusive negotiating window, Skydance and NAI are said to have established a framework for an all-stock transaction valued in the range of $5 billion. An initial step would involve a $2 billion cash infusion from Skydance along with new investors like RedBird Capital and KKR. Former NBCUniversal CEO Jeff Shell, who has been affiliated with RedBird since leaving NBCU last year, will have a senior leadership role in the new entity, according to multiple reports, while Ellison would be CEO.Reps from Paramount, Skydance and NAI declined to comment.Because there is a longstanding relationship between Paramount Pictures and Skydance, with the latter co-financing big-budget installments in the Mission: Impossible, Transformers and Top Gun franchises, Ellison emerged as the leading suitor for overall control of the company in recent weeks.In addition to the delicate matter of dilution, there is also the strategic conundrum of Paramount’s vast linear TV holdings, including CBS, more than two dozen local stations and cable networks including Comedy Central and Nickelodeon. Ellison’s zeal for the Paramount Pictures division is clear. All indications are that he wouldn’t take as much interest in cord-cutting-challenged TV assets, not to mention streaming outlets Paramount+ and Pluto TV.Many aspects of the Paramount scenario are unorthodox, in large part due to NAI’s voting control, but one dynamic is a familiar one on Wall Street: the threat of legal action by shareholders. “The board has a fiduciary responsibility to consider the value delivered to all shareholders, not just those with voting power,” MoffettNathanson analyst Robert Fishman wrote in a recent note to clients. Agreed media finance veteran Harold Vogel in an analysis for investment community Seeking Alpha, “Transfer of Paramount Global assets in whole or part will likely be complicated, drawn out in time, and involve extremely contentious, convoluted, and lawsuit-dense negotiations. Class B non-voting common shareholders may ultimately have to fight for a higher price.”Matrix Asset Advisors, one such shareholder, expressed its concerns in a letter to Paramount’s board of directors, according to Bloomberg, calling the Skydance scenario “sub-optimal” and “significantly dilutive to shareholder value.”As the exclusive 30-day window with Skydance began several days ago, word emerged that Redstone had declined to pursue a $26 billion offer from private equity firm Apollo Global Management for the entire company, whose market value has dipped below $8 billion. Paramount was formed in 2019 as a result of the reunion of CBS and Viacom after nearly two decades as separate companies controlled by NAI.Vogel believes that the wild swings in Paramount’s stock price are far from over. Its decline in the nearly five years since the merger closed has been hastened by pay-TV’s decline, ramping up pressure for a deal. “Higher-than-average share price volatility ought to be expected now,” he wrote.Redstone reportedly was cool to Apollo’s offer, which included the assumption of Paramount’s $14.6 billion in debt, because the M.O. of private equity tends to be to break companies apart in order to extract value from their pieces. Having seen her father, Sumner Redstone, assemble the building blocks of CBS and Viacom and then shepherding their re-merger on the third attempt, she may be reluctant to go that route.Whatever the ultimate result, Fishman summed up, “Paramount has real offers on the table that will continue to be evaluated in the weeks ahead.”
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