Skydance Puts Revised Offer On The Table For Paramount Amid Merger & CEO Drama

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David Ellison’s Skydance has presented Paramount Global board’s special committee with a revised offer to take control of the company, Deadline has learned. Terms weren’t immediately available, story will be updated when they are. The new proposal is likely designed to make a deal more palatable to Paramount investors beyond controlling shareholder Shari Redstone, something that her family holding company NAI had requested.

Redstone controls Paramount through NAI, or National Amusements.

The offer, said to be the best and last, comes as a one-month exclusive negotiating window between the two parties is set to end May 3, although it could be extended. It also comes amid a vigil for Paramount CEO Bob Bakish, whose departure is expected to be announced today with a trio of division heads set to replace him for now.

Paramount has two classes of stock. Skydance had initially proposed to buy out Redstone’s controlling Class A voting shares and some other assets for about $2 billion. Paramount was then going to acquire Skydance in an all-stock deal worth toward the upper end of $4-$5 billion. Par would remain a publicly traded company.

Most investors hold non-voting Class B shares and have been trashing the deal in public and private for months. The $2 billion is rich price for Redstone’s shares, meaning a premium buyout for her but not for them. Issuing new shares to incorporate Skydance would dilute their holdings. Investor have been threatening to sue. A few like Mari Gabelli own voting shares but the deal would still be done over their head a well. Whether or not shareholders have a solid legal case, litigation is never welcome and the degree of discontent was enough for NAI to request revised deal terms.

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