David Ellison Will Control 100% of Paramount After Deal Closes

October 29, 2024 @ 2:34 PM

Skydance Media CEO David Ellison will control 100% of the Ellison family’s voting interests in Paramount Global when the two companies’ $8 billion merger closes in the first half of 2025, according to an amended filing with the Federal Communications Commission on Tuesday.

The filing, which is required due to the sale involving the transfer of broadcast licenses related to the CBS Television Network and local TV stations, states that David will be new Paramount’s chairman and CEO and the “sole manager” of Hikouki LLC, Furaito LLC, and Aozora LLC  — the entities through which the Ellison family will own and control National Amusements Inc. and the media giant following the transaction’s closing.

The amendment comes after it was initially revealed that David’s father and Oracle co-founder Larry Ellison would own 77.5% of National Amusements through a trust and series of corporations, with the remaining 22.5% of NAI owned by RedBird Capital Partners founder Gerry Cardinale’s RB Tentpole LP. The elder Ellison — who is the fifth-richest man in the world — is putting up $6 billion in financing for the Skydance transaction, while the remainder will be backed by RedBird.

Under the terms of the Skydance deal, new Paramount will have an enterprise value of $28 billion, while Skydance is being valued at $4.75 billion. National Amusements will receive $2.4 billion, including $1.75 billion for the equity and the assumption of $650 million in debt, while non-NAI shareholders will receive $4.5 billion. Meanwhile, $1.5 billion in new capital will be used to pay down Paramount’s $14.6 billion in longterm debt and recapitalize its balance sheet.

Class A shareholders can elect to receive $23 cash per share or 1.5333 shares of Class B stock of new Paramount. Class B shareholders can elect to receive $15 per share or one share of Class B stock of new Paramount, which is subject to proration if those elections exceed $4.3 billion in aggregate.

Paramount’s existing public shareholders that elect to receive Class B non-voting shares in lieu of cash will hold approximately 28.3% of the Class B non-voting shares of new Paramount, assuming full participation in the cash election by Class B stockholders. If shares are elected over cash, reducing the cash required to under $4.3 billion, the $1.5 billion of cash going to Paramount’s balance sheet could grow up to a cap of $3 billion.

According to the original FCC filing, the new owners intend to “preserve and enhance the legacy” of the CBS TV network and the company’s 28 owned and operated local stations and ensure that news, sports and entertainment content across the company “embodies a diversity of independent viewpoints.”

“With an improved balance sheet, new Paramount will be able to make strategic investments in the legendary newsgathering and reporting efforts of the national CBS television network and the company’s O&O local stations. These investments will ensure that both the national network (which reaches all television markets) and the O&Os will continue to serve as trusted sources of news,” the filing states. “The investment in the CBS television network similarly will help ensure popular live sports and highly rated entertainment programming remain available to viewers over-the-air and will benefit CBS affiliate stations.”

It added that the Skydance deal would not result in “any diminution of competition in the broadcasting marketplace.”

Following the closing of the transaction, NAI’s board of directors will initially be comprised of no more than seven individuals, with the Ellison family having voting control of the NAI board.

The Ellison family, through the Pinnacle Media entities, will have the right to appoint up to five individuals to the board as long as it continues to hold at least 50% of the share capital of NAI that it will have following the consummation of the transaction, while RB Tentpole will have the right to appoint up to two individuals to the NAI board.

The Ellisons and RedBird each have a unilateral veto right on the adoption of the annual operating budget of NAI and the appointment and removal of its executive officers, with the exception of David Ellison as CEO.