Paramount Pictures

Subterms

    Latest story

    163 Shares129 Views

    A Sticking Point in Paramount and Skydance Talks: Who Pays For a Lawsuit?

    by

    A special committee of Paramount’s board of directors supports a merger with Skydance, a studio that has increased its offer in recent days. But the deal isn’t done yet.Paramount and Skydance have haggled for months over an ambitious merger that would usher in a new ruler of a sprawling media kingdom that includes CBS, MTV and the film studio behind “Top Gun.”The talks reached an even greater intensity in the past week, but at least one major sticking point has emerged between Shari Redstone, Paramount’s controlling shareholder, and Skydance. In the event that Paramount’s investors sue over the merger, which party is on the hook to defend the deal in court?National Amusements, the parent company of Paramount, wants Skydance to provide legal protection in the event of a lawsuit, warding off shareholders that may file objections to the merger, according to three people familiar with the matter. Skydance has not yet signed off on that deal term.Legal protection — also known as indemnification — is among the crucial outstanding terms in this deal, which has already been condemned by some Paramount shareholders who protested that it would enrich Ms. Redstone at the expense of other investors.The deal could still fall through. There are several outstanding issues in the negotiations between Skydance and Paramount, which have recently resumed talks. A special committee of Paramount’s board of directors supports a deal with Skydance. (Puck reported earlier that the special committee had greenlit the deal.)Another issue that has yet to be settled is whether Paramount will be given a “go-shop” period to see if it can get a superior offer to the Skydance deal or submit the deal to a shareholder vote, according to two people familiar with the matter. A shareholder vote and a “go-shop” period would protect Paramount and National Amusements from lawsuits, but it could prolong the deal-making process.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

    More stories

    • 138 Shares99 Views

      in Elections

      Sony and Apollo Take Key Step in Bid for Paramount’s Assets

      by

      The two companies have expressed interest in acquiring the media conglomerate, but are backing away from their $26 billion all-cash offer.Sony Pictures Entertainment and Apollo Global Management have taken a significant step forward in their effort to court Paramount, three people familiar with the matter said on Friday.The two companies have signed nondisclosure agreements with Paramount, allowing them to look at Paramount’s nonpublic financial information, said the people, who spoke on the condition of anonymity to discuss active negotiations. Paramount previously shared materials with another suitor, the Hollywood studio Skydance.Early this month, Sony and Apollo sent Paramount a nonbinding expression of interest in acquiring the company for $26 billion. The two had been seeking to buy Paramount for its studio and then sell off other parts of its empire, which includes CBS, cable channels like MTV and the Paramount Plus streaming service.But Sony’s shareholders have fretted over the possible acquisition, given the potential cost of a bid for Paramount and the headwinds facing the subscription streaming business. Sony and Apollo are now contemplating a variety of approaches to acquire the company’s assets, but are backing away from their plan to make an all-cash, $26 billion offer for Paramount, two of the people said.Sony’s new vision for a deal could alter the dynamics of Paramount’s effort to sell itself or merge with another company. Paramount previously rebuffed Sony’s offer to buy just its studio, and Paramount’s controlling shareholder, Shari Redstone, has long sought a deal for the entire company.A person familiar with Ms. Redstone’s thinking has said that a breakup of the company is not a deal breaker, depending on the terms, but that she prefers to keep Paramount intact.Ms. Redstone has blessed a deal to sell her stake in National Amusements, Paramount’s parent company, to Skydance, but Skydance’s bid for the entire company has faced significant pushback from Paramount’s common shareholders.Paramount let an exclusive negotiation window with Skydance lapse in recent weeks, but the two are still talking, and Skydance remains interested in a deal.The deal talks are happening at a tumultuous time for Paramount. The company’s chief executive, Bob Bakish, stepped down last month after more than a quarter-century at the company. He was replaced in the interim by three executives running an “office of the C.E.O.”: George Cheeks, the chief executive of CBS; Chris McCarthy, the chairman of Showtime and MTV Entertainment Studios; and Brian Robbins, the chief executive of Paramount Pictures. More