Bronfman drops out of Paramount bidding; Skydance to claim prize

Billionaire entertainment executive Edgar Bronfman Jr. has bowed out of his long-shot bid to gain control of Paramount Global, clearing the way for David Ellison’s Skydance Media to claim the prize.

Late Monday, Paramount’s lead independent director announced the auction for the company had ended and the takeover by Skydance would move forward. If Skydance wins the approval of federal regulators, Ellison and his team could take over in about a year.

“Having thoroughly explored actionable opportunities for Paramount over nearly eight months, our Special Committee continues to believe that the transaction we have agreed with Skydance delivers immediate value and the potential for continued participation in value creation in a rapidly evolving industry landscape,” Charles E. Phillips Jr., who is chair of Paramount’s special committee, said in a statement.

The move comes less than a week after Phillips and other independent directors extended a deadline for the “go shop” period to review Bronfman’s $6-billion bid to acquire the Redstone family investment firm, National Amusements Inc., and also provide a $1.5-billion cash infusion to help the struggling media company.

“Tonight, our bidding group informed the special committee that we will be exiting the go-shop process,” Bronfman said in a statement. “It was a privilege to have the opportunity to participate. We continue to believe that Paramount Global is an extraordinary company, with an unrivaled collection of marquee brands, assets and people.”

It wasn’t immediately clear why Bronfman exited in advance of Paramount’s Sept. 5 deadline for Paramount’s independent board members to decide which bidder would come away with the beleaguered media company that owns CBS, Comedy Central, Nickelodeon, MTV and the historic Melrose Avenue film studio. The special committee was poised to scrutinize Bronfman’s proposal this week.

But there were indications that Bronfman’s bid wouldn’t measure up to Skydance Media’s $8.4-billion proposal, which controlling shareholder Shari Redstone and Paramount’s board had approved in July.

The bid from Ellison’s Skydance had several advantages.

Not only were the financial terms larger, Ellison had a big head start over other interested bidders. The tech scion initially reached out to Redstone last summer to pitch his interest in buying out her family and investing in the company her father had managed for decades when it was known as Viacom. Paramount board members first began debating Ellison’s deal in December.

By exiting before the special committee formally reached its decision, Bronfman may have wanted to spare himself and fellow investors the embarrassment of being rejected in the high-profile auction.

“On behalf of the Special Committee we thank Mr. Bronfman and his investor group for their interest and efforts,” Phillips said.

Paramount executives declined to comment late Monday. But last week, the special committee said that Bronfman’s bid would be the only offer beyond Skydance’s that the board was willing to consider. The bidding window closed for all other bidders on Aug. 21.

Bronfman’s decision also removes some friction in the process for Paramount.

Just last week, after the special committee members extended the go-shop deadline for Bronfman, Skydance registered its displeasure.

In a letter to Paramount’s special committee, lawyers for the firm accused the committee of violating the terms of Skydance’s agreement to buy National Amusements and Paramount, according to sources familiar with the situation.

“While there may have been differences, we believe that everyone involved in the sale process is united in the belief that Paramount’s best days are ahead,” Bronfman said in his statement. “We congratulate the Skydance team and thank the special committee and the Redstone family for their engagement during the go-shop process.”

The former top Seagram and Warner Music executive had tried to capitalize on a provision in the Skydance agreement that established a 45-day window for Paramount’s board to solicit offers that were “superior” to that of Skydance.

After weeks of trying to put together a group of investors, Bronfman on Aug. 19 delivered his proposal to Phillips, Paramount’s lead independent director.

Bronfman’s primary pitch was that his group’s takeover would be more straightforward than the deal championed by Ellison, and thus better for Paramount shareholders. It mirrored many of the provisions of the Skydance proposal.

Bronfman said he would match Skydance’s proposal to buy out National Amusements for $2.4 billion. Once the firm’s debts of about $650 million were paid, the Redstone family would come away with $1.75 billion.

Both bids would inject $1.5 billion into Paramount’s battered balance sheet, allowing the firm to pay down debt, when the deal closes. Federal regulators must weigh in, a process that’s expected to take about a year.

But Skydance had the edge on an important ingredient that helped it win the support of Paramount’s board. This past spring, Skydance said it would carve out $4.5 billion to buy shares from Paramount investors, including nonvoting Class B shares at $15 a share.

Bronfman scrambled to identify funds — a proposed $1.7-billion set-aside — to offer Class B investors $16 a share.

His bid also would have covered the $400-million breakup fee that would have been owed to Skydance if Paramount favored Bronfman’s bid.

Bronfman’s proposal aimed to eliminate a controversial step in the Ellison deal, in which Ellison merged his Santa Monica-based Skydance company with Paramount.

Some Paramount shareholders have grumbled over the $4.75-billion valuation of Skydance, alleging the entertainment firm isn’t worth nearly that much. Skydance co-owns some of the Paramount studio’s biggest blockbusters, including “Mission: Impossible,” “Top Gun: Maverick” and “Star Trek.” Ellison’s company also has been building an animation studio under John Lasseter, former Pixar creative executive.

Several sources speculated that Paramount’s board’s willingness to entertain Bronfman’s proposal stemmed from Redstone’s desire to protect her family from costly shareholder lawsuits.

The sales process already has sparked litigation, and the Paramount directors’ efforts to beat the bushes may have been aimed at demonstrating that Skydance was the only viable bidder.

Skydance Media is backed by Ellison’s father, Larry Ellison, and Redbird Capital Partners.