Paramount bidding war erupts as Edgar Bronfman submits $4.3B offer

The drama around Paramount Global is entering a new act after media mogul Edgar Bronfman Jr. submitted a $4.3 billion bid that could put the company’s proposed merger with David Ellison’s Skydance Media on ice.

Bronfman made his offer to take control of the conglomerate — home to CBS, MTV, Comedy Central and Hollywood studio Paramount — by acquiring the Redstone family holding company, National Amusements, sources said.

The offer comes a month after Shari Redstone and Paramount’s board members approved a bid from Ellison’s production giant Skydance to buy Paramount in a complex transaction valued at $8.4 billion.

Wall street shrugged on Tuesday, with Paramount’s stock dipping 1.2% to $10.94, as the bid had been widely expected amid reports weeks earlier that Bronfman would likely enter the fray.

Bronfman is leading an investor group that includes longtime media executives Jon Miller, Steven Paul and John Martin.

“We believe there is significant upside in the Paramount business and in the value of Paramount’s shares,” Bronfman said in a letter to Paramount’s lead independent director, Charles Phillips, The Wall Street Journal first reported.

Bronfman’s bid comes just two days before Paramount’s window to accept alternative bids to Skydance’s proposal closes. Paramount’s special board committee, led by Phillips, must now mull the two offers for the embattled media company.

Skydance’s deal allowed for a 45-day window during which Paramount would be able to entertain competing offers.

A Paramount rep declined to comment on the bid.

As part of the offer, Bronfman has proposed buying National Amusements in an equity deal valued at $1.75 billion, equal to what Skydance has offered for Redstone’s company, plus investing $1.5 billion onto Paramount’s balance sheet, also similar to what Skydance has offered, sources told The Journal. Including debt, Bronfman’s bid for Paramount’s holding company is $2.4 billion.

The figure also would cover a $400 million breakup fee owed if Paramount tops with an offer other than Skydance’s. 

But some shareholders have griped that Ellison’s proposal places an inflated value on Skydance, which has co-produced some of Paramount’s biggest blockbuster movies, including “Top Gun: Maverick.” The subsequent all-stock merger of Skydance into Paramount values Ellison’s firm at $4.75 billion.

Bronfman is seeking to capitalize on controversy over this part of the deal.

“Our proposal eliminates the risks, uncertainties and costs of combining Paramount with Skydance,” Bronfman wrote. “We believe Paramount is most valuable as a standalone business.”

Bronfman’s group said they would pay non-Redstone A-Class shareholders $24.53 a share — more than what’s envisioned in the Skydance deal. Non-voting B-Class shareholders could cash out at $16 a share.

Loop Capital analyst Alan Gould said Tuesday that the distinction between the two deals is in the fine print.

Bronfman’s offer would not require Paramount to buy SkyDance at a premium, a move that Loop Capital suggests is “costly.” But, it also does not present public shareholders with the chance to tender approximately half of their stock at a price above the current market value.

Gould, who maintained its “sell” rating, explained that Bronfman’s deal –while it avoids the expensive Skydance acquisition–lacks immediate financial benefit that Ellison’s offer includes.

LightShed analyst Rich Greenfield said that Ellison’s deal is hard to beat, adding that all that really matters is the Redstone vote. And in the end, for the media heiress, whose father, the late Sumner Redstone, built the company, it may come down to preservation of legacy.

“At the end of the day, I think the question just is, if you’re the Redstone family, who do you want to leave this asset with?,” Greenfield said Tuesday on his firm’s podcast. “And my gut instinct is the Ellison family with $180 billion, one of the wealthiest families in the world.

He added that Redstone is aware of the “complete sh-tstorm that all of media is going into.” This includes in the rapid decline of subscribers for cable and advertising for linear TV, he said.

“Like if you were going to choose, who you would actually want to own this asset and would have the best chance of protecting it and investing in it?,” Greenfield said. “It’s hard to argue that Ellison is not the better buyer.”

Bronfman, who formerly ran Warner Music and liquor giant Seagram, said in a separate letter to Phillips that he has secured financing commitments of about $5 billion from an array of individuals and companies including Fortress Investment Group; BC Partners Credit, crypto investor and former child actor Brock Pierce; longtime activist investor Jeff Ubben and his wife, Laura Ubben; and Duty Free Americas Chairman Simon Falic.

The letter noted that all 19 backers listed, including Bronfman, are prepared to commit the financing pending “if applicable, the final approval of their respective investment committee or governing body.”

The new offer marks yet another twist in the monthslong ordeal to sell Paramount, which is weighed down by its declining cable TV business as more consumers are moving to streaming. The company is in the throes of cutting 15% of its US workforce or 2,000 jobs in an effort to slash $500 million off its books.

Last week, Paramount shut down its iconic TV studio and told investors on its second-quarter earnings call that its wrote down the value of its cable networks by nearly $6 billion.

While it’s not clear that Bronfman’s bid for Paramount will be successful, sources say that the heiress has long preferred Ellison’s offer over potential suitors, believing the 41-year-old son of billionaire Oracle co-founder Larry Ellison possesses the ambition, tech savvy and financial muscle to lift Paramount up.

Ellison, who is getting the backing of his father to build a larger media empire by merging Skydance with Paramount, is also partnering with RedBird Capital and private equity firm KKR to provide a $1.5 billion cash infusion to help the media giant pay down its debt.

Their deal sets aside $4.5 billion to buy shares of Paramount’s Class B shareholders who are eager to exit.

Non-Redstone Class A shareholders would get $23 a share to exit. Investors could maintain their shares in the new entity.