Hollywood Reporter; Shari Redstone Goes for Broke: Can Paramount Pick Up the Pieces?

Story from Hollywood Reporter:

Six months ago, a deal to sell Paramount Global (or at least control of the company via Shari Redstone’s National Amusements) seemed all but certain. Deep conversations were happening with a consortium led by David Ellison’s Skydance and Gerry Cardinale’s RedBird; a partnership between Sony Pictures and Apollo emerged as a possible spoiler; even Warner Bros. Discovery kicked the tires over a holiday meal between CEOs David Zaslav and Bob Bakish. According to a source familiar with the talks, Redstone’s request for a “majority of the minority” vote, in which other Class A shareholders could vote to approve or nix the deal, was a nonstarter for Skydance, and the studio was anticipating a regulatory review of more than a year, which gave Redstone pause. Skydance had secured approval from Paramount’s independent board committee, in a sweetened deal that would give Paramount’s nonvoting shareholders the option to cash out at $15 per share. It would also have seen Skydance acquire Redstone’s National Amusements for about $2 billion.

Now, the future of the company that owns Paramount Pictures, CBS, Nickelodeon, MTV and Paramount+ is once again in question — with many of the players involved six months ago out of the picture, and some new names joining the fray.

The players…

THE CO-CEOS:

Previous Jobs: Heads of Paramount Pictures, Paramount Entertainment Studios and CBS 

Golden parachutes? Yes, the trio are now eligible for “enhanced severance” if and when Paramount is sold and they are removed.

The trio of executives are running what Paramount is calling the “Office of the CEO,” and if they were expected to be placeholder leaders, they aren’t acting like it. The triumvirate told employees June 12 that “work is already underway” on their own strategic plan, which includes a pivot in streaming, aggressive cost-cutting and asset sales, a plan that “we are confident will set the stage for growth for Paramount,” they wrote. They plan to lay out the strategy in more detail June 25, at an employee town hall.

Sources say the executives are serious about executing on their plan, and that it has made an impression on both Redstone and the board. Still, with the Paramount board open to offers, and NAI also in play, there is no assurance that the three will be long-lived in their roles.

It’s a level of uncertainty that has trickled down to Paramount employees, many of whom just want to have some semblance of assuredness about their own futures. Unfortunately, it seems unlikely to subside in the near future. “We recognize that the last several months have not been easy as we manage through ongoing change and speculation,” the CEOs wrote. “And, we should all expect some of this to undoubtedly continue as the media industry and our business continue to evolve.”

Charles Phillips:

Ellison connection: Phillips used to be a co-president of Oracle, leading some to express surprise at his opposition to the Skydance deal.

Tabloid fodder: He made headlines in 2010 when his mistress, YaVaughnie Wilkins, paid for billboards in NYC and San Francisco revealing their affair.

A veteran banker turned technology executive, Phillips serves on the board of directors of Paramount Global. His opposition to the Skydance deal (which was bankrolled in part by David Ellison’s father, billionaire Oracle founder Larry Ellison) leaked to the media. Lightshed analyst Rich Greenfield believes that Phillips has his eye on Paramount’s C-suite himself.

“We continue to believe that Redstone/National Amusements is likely to appoint current Paramount board member and former Viacom board member, Charles Phillips, as CEO,” Greenfield wrote. “Ironically, Phillips was previously a senior executive and board member of Oracle.”

Phillips also served as the CEO of Infor Inc., and as the co-founder of tech-focused private equity firm Recognize. It isn’t clear what his plans would be, should he assume the CEO role.

THE HEIR - Edgar Bronfman Jr.:

Résumé: CEO of Seagram, CEO of Vivendi Universal, CEO of Warner Music

Another battle: Fubo, where Bronfman is executive chair, filed a $1 billion lawsuit in February seeking to block Disney, Warner Bros. Discovery and Fox Sports’ upcoming streaming sports platform.

The heir to the Seagram liquor fortune, Bronfman may view Paramount as his Hollywood comeback attempt.

The executive, currently chairman of the streaming multichannel video service Fubo, has expressed interest in a deal for NAI, with Bain Capital as a financial partner.

Exactly what he has planned is not clear, though one Hollywood source says they believe some sort of partnership or integration with Fubo is all but assuredly part of the plan.

Bronfman, of course, has long had a dalliance with Hollywood, initially as a producer and later as an executive. When he was running Seagram, he infamously used cash from the company to buy into the entertainment business via Polygram and MCA, which owned Universal Pictures.

He would go on to cut a deal to merge Seagram with the French conglomerate Vivendi, and he became chairman of Vivendi Universal, and later would lead Warner Music Group.

But Bronfman was never able to quite rise to the highest levels of Hollywood success, burning through billions of Seagram’s cash in the process.

Maybe he thinks Paramount will be the deal that gets him there at last.

THE PRODUCER - Steven Paul:

Select filmography: Baby Geniuses, Air Force One Down, Baby Geniuses and the Space Baby, Ghost in the Shell.

A veteran film producer, Paul is behind the Baby Geniuses franchise, as well as other films like Ghost Rider and Ghost in the Shell. He is also Jon Voight’s manager.

But Paul also has a co-production deal with Paramount (his company acquired the library of Atlas Comics, cutting a deal with Paramount to develop projects based on its characters) and an office on the Paramount lot in Los Angeles, not to mention a personal relationship with Redstone. The producer sent a letter to NAI saying that he was interested in acquiring a majority stake in that company, a deal that would give him voting control of Paramount.

Among his backers is John Paul DeJoria, co-founder of the Patrón tequila and Paul Mitchell hair care businesses.

Out of the picture…

THE JILTED BUYERS - David Ellison and Gerry Cardinale:

Another deal? RedBird’s $4.7 billion war chest suggests that Cardinale’s firm is interested in other big deals. Watch out, Warner Bros. Discovery!

Could there be a round 2? Insiders wonder that if Paramount is unable to turn itself, perhaps Skydance and RedBird could return to the mix.

David Ellison, the CEO of Skydance, and Cardinale, the financier and founder of RedBird Capital, had been in the driver’s seat for months. In fact, Paramount’s board was scheduled to vote on their deal June 11, before Redstone abruptly nixed the talks, ending months of complicated dealmaking that involved multiple parties.

Or, in the words of Ellison, in a note to staff that same day, “that chapter ended.”

While Paramount may now be in the rearview mirror, Ellison told employees that he thinks the company is “stronger because of this process.”

He added, “For starters, we are smarter. We know more about our business, our potential, and the marketplace at large. We are more confident than ever — not just about Skydance but about the future of entertainment and our ability to continue building a next generation content company on our terms, with the greatest capital, creative and technological resources and talent in the industry.”

As for Cardinale, RedBird will be just fine. The firm raised $4.7 billion in May to help it pursue other deals.

THE EX - Bob Bakish:

Estimated severance: $50 million-plus. 35-He’s still around: The ex-Paramount CEO’s last day at the company will be Oct. 31, according to SEC filings.

Bakish, Paramount’s former CEO, was ousted in late April after having expressed opposition to the Skydance deal. While he is sticking around as an adviser into the fall, the former CEO and onetime Redstone confidant was one of the casualties of the extended dealmaking process.

While Bakish largely declined to comment on the deal chatter while it was happening, he told analysts on the company’s fourth-quarter earnings call that he was focused on creating value for all shareholders (emphasis his), suggesting some daylight between him and Redstone, who would have received a premium for her shares had the Skydance deal gone through.

THE ORACLE - Warren Buffett:

Net worth: $135 billion 39-Estimated loss on Paramount stock: $1.5 billion 40-The Oracle of Omaha was at this time last year the single largest owner of Paramount’s Class B nonvoting shares, owning more than 10 percent of them. Despite his long legacy of savvy investment decisions, the Paramount call was a major miss.

Buffett told Berkshire Hathaway investors at its annual meeting May 4 that the firm dumped all of its Paramount stock.

“We sold it all, and we lost quite a bit of money,” Buffett told the crowd of Berkshire shareholders at the annual meeting, adding that he was the one who decided to buy into the company in the first place (there had been speculation that one of Buffett’s deputies may have initiated the trade). “I did it all by myself, folks.”

And while Buffett has a few decades on Ellison, the investor added that he, too, learned a lot from the experience. “I think I’m smarter now than I was a couple years ago, but I also think I’m poorer because I acquired the knowledge in the manner I did,” he said.

Maybe still in the mix? ….

THE LONG SHOT - Tony Vinciquerra and Marc Rowan:

One problem: As a Japanese company, Sony may not be allowed to own a broadcast network or stations, and Apollo has had run-ins with the FCC. Would the DOJ allow a major studio to vanish?

Sony, led by Vinciquerra, and Apollo, run by Rowan, continue to talk with Paramount, though sources say that their initial all-cash offer for the company has morphed into something smaller, likely a deal for the film studio and perhaps a few other assets.

Is Redstone or the current Paramount leadership willing to pull that trigger? Or is the revised offer simply not what they are looking for?

THE DEALMAKER - David Zaslav

The window is open: The mogul had to wait two years to take advantage of tax benefits from Warner/Discovery merger. That was in April, meaning Warner Bros. Discovery can cut big deals.

What’s available? Is CBS on the market? Or just Paramount’s non-CBS stations? Is Warner Bros. Discovery seeking a big deal? Or is it willing to do smaller ones?

The Warner Bros. Discovery CEO jumped into the mix after a newsmaking lunch with Bakish in December, but the company has largely been absent from deal talks since. That being said, sources close to the company have said that Zaslav and Warner Bros. Discovery are very interested in acquiring the CBS assets, should they become available, and have had some very informal discussions with parties connected to Paramount and elsewhere to gauge interest in a deal.

THE WILD CARD - Byron Allen:

He is for real: Allen’s quixotic deal for all of Paramount raised some questions about whether he could raise the money, but a deal for BET or some of Paramount’s TV stations would very much be in play.

Or is he? Layoffs at his company this year suggest that he is facing the same headwinds that the rest of the media sector is facing.

Allen joined the party in January, throwing out a $14.3 billion offer for the company. He hasn’t weighed in since, but Allen is nonetheless a dealmaker. He forged a $300 million deal for The Weather Channel in 2018, he’s been a buyer of local TV stations from Gray TV and others over the years, and in 2022 he cut an opportunistic deal to buy the Black News Channel. Should any Paramount assets come up for sale (and the Office of the CEO says some will), then he would be a plausible bidder. He was previously among the buyers circling BET Networks, which is likely to return to market, and would all but assuredly be interested in any local TV stations Paramount seeks to sell.

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