Paramount Extends Negotiating Window as Edgar Bronfman Jr. Raises Bid to $6 Billion

Paramount Global has extended the “go-shop” window in Skydance Media’s $8 billion merger agreement to Sept. 5 after receiving a competing offer from former Warner Music Group CEO Edgar Bronfman Jr.

In a statement on Wednesday, Paramount’s independent special committee, which has been evaluating potential takeover bids, confirmed it had received an offer from Bronfman, which his investor group sweetened to $6 billion, from $4.3 billion on Monday.

“There can be no assurance this process will result in a Superior Proposal,” the special committee said. “The Company does not intend to disclose further developments unless and until it determines such disclosure is appropriate or is otherwise required.”

During the window, which was initially set to expire at 11:59 p.m. ET on Wednesday evening, the special committee contacted more than 50 third parties to determine whether they had an interest in making a proposal to acquire Paramount. With respect to other parties, the go-shop period will still expire at the end of Wednesday, the committee added.

If Bronfman were to reach an agreement that Skydance doesn’t match or exceed, Paramount would be on the hook to pay Skydance CEO David Ellison a $400 million break-up fee.

The extension comes as Bronfman has raised his bid to $6 billion. The initial bid included $2.4 billion to acquire controlling shareholder Shari Redstone’s National Amusements and $1.5 billion to pay down Paramount’s $14.6 billion in debt. The remaining money would go towards paying the $400 million break-up fee to Skydance.

An individual familiar with the matter confirmed to TheWrap that the new bid includes a $1.7 billion tender offer that would give Paramount’s non-voting shareholders a cash-out option at a premium of $16 per share. The person added that a final offer would likely be submitted to the committee by next Wednesday.

In his initial offer letter, Bronfman told the special committee that members of his investor group would be prepared to commit $5 billion in capital. The investor group included SP Neptune Holdings, LLC, Bronfman Aggregator LLC, “Baby Geniuses” producer Steven Paul, Patrón cofounder John Paul DeJoria, cryptocurrency mogul Brock Pierce, Kazakh investor Nurali Aliyev, Fortress Investment Group, Keith Frankel, Simon Falic, Alan Mruvka, The Roundtable LLC Series 154, Brian Koo, Homan Simian, LAC Leman Media II, LP, Jonathan Miller, WTT Investments, Jeff and Laura Ubben and BC Partners Advisors L.P.

Pierce and Aliyev were no longer part of the investor group in the updated offer letter sent on Wednesday, an individual familiar with the deal told TheWrap.

Bronfman Jr. faces an uphill battle against the deep pockets of the Ellison family. But Wall Street has previously opposed the Skydance deal, arguing that it prioritizes Redstone over the rest of the company’s investor base.

Under the terms of the deal with Skydance, which is expected to close in the third quarter of 2025, new Paramount will have an enterprise value of $28 billion, while Skydance is being valued at $4.75 billion. 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. 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.

David’s father and Oracle cofounder Larry Ellison — who is the fifth-richest man in the world with a net worth of $172.4 billion as of Wednesday — is investing $6 billion into his son’s bid for Paramount, while the remainder is backed by RedBird Capital Partners.

“They have a subpar offer, the market recognizes it,” the individual said of the Skydance deal. “We are testing Larry Ellison’s love for David.”

In comparison, Bronfman would be offering Class A shareholders a choice of $24.53 per share in cash, a 7% premium compared to the $23 per share being offered by Ellison, or exchanging their shares for 1.5333 Class B shares. He also would look to collapse Paramount’s current dual-share structure, shifting voter power to Class B investors, who currently have none.

Bronfman also said he would double Paramount’s adjusted earnings in the first year through a combination of $3 billion in permanent cost savings and the use of technologies to enhance Paramount’s capabilities, compared to $2 billion in cuts proposed by Skydance.

“We have a very strong opinion that the Class Bs will be better with us,” the individual added. “This signals that Class B is a priority for us.”

It’s unclear if Bronfman’s non-U.S.-based backers could pose regulatory concerns with the Federal Communications Commission, which has a 25% investment cap on foreign ownership in U.S.-organized entities that hold direct or indirect control of a “U.S. broadcast, common carrier or aeronautical radio station licensee.”

The FCC can grant an exemption to own more than 25% and up to 100% of stock of a U.S.-organized entity that holds a controlling interest in a common carrier or aeronautical radio licensee, unless it finds that such foreign ownership would not serve the public interest.

Paramount shares jumped over 2% in after-hours trading on Wednesday following the news.

Alexei Barrionuevo contributed to this report.

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