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Could Paramount's flirtation with Bronfman strain the Skydance deal?

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Could Paramount's flirtation with Bronfman strain the Skydance deal?

Just when the $8.4-billion deal for David Ellison’s Skydance Media to buy Paramount Global was gliding toward the finish line, Shari Redstone’s roller-coaster sale took another sharp turn.

Seagram liquor company heir Edgar Bronfman Jr. this week persuaded Paramount’s independent board members to consider his rival bid for the Redstone family’s investment firm, National Amusements Inc., and a minority stake in Paramount. After spending weeks rounding up investors, Bronfman submitted his proposal late Monday — two days before the bidding window closed — and then sweetened the offer to $6 billion.

Now the stage is set for more jockeying until Paramount’s Sept. 5 deadline to decide who will win the beleaguered media company that owns CBS, Comedy Central, Nickelodeon, MTV and the historic Melrose Avenue film studio.

“This has been a very strange process,” Charles Elson, founding director of the Weinberg Center for Corporate Governance at University of Delaware, said Friday. “This company has provided more ‘theater’ than any other company I can think of. … It’s just remarkable that here we are.”

Paramount’s decision to extend the deadline for Bronfman did not sit well with the Skydance team.

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Skydance’s lawyers sent a terse letter to Paramount’s special committee of independent directors Thursday, accusing them of violating the terms of Skydance’s agreement to buy National Amusements and Paramount, according to three people familiar with the letter who were not authorized to discuss it.

Bronfman’s bid isn’t expected to derail the Skydance deal, according to the knowledgeable people.

But there are risks to Paramount’s late-in-the-game flirtation with another suitor.

“It’s not cost-less to do this,” said Melissa A. Schilling, a management professor at New York University’s Stern School of Business. “It is creating conflict with Skydance and, should they prevail, they are going to come in angry. That’s not a great way to start a marriage.”

Edgar Bronfman Jr. in 2019.

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(Michael Kovac / Getty Images)

Representatives of Redstone, Paramount, Bronfman and Skydance declined to comment.

Bronfman is trying to thread a needle created by a provision in the Skydance agreement, approved in July. The deal established a 45-day “go shop” window for Paramount’s board to solicit offers “superior” to that of Skydance.

Several sources speculated that Paramount’s board’s willingness to entertain Bronfman’s proposal stems 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 could help demonstrate that there weren’t viable bidders beyond Skydance, helping them defend against shareholder actions.

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“This process could be designed to put a check mark in the due diligence box for shareholders, saying: ‘We looked out for you,’ ” Schilling said.

There could be other motivations.

The Skydance group has deep pockets, including tech titan Larry Ellison, co-founder of Oracle Corp., and RedBird Capital Media, a decade-old firm founded by former Goldman Sachs partner Gerry Cardinale.

Paramount may also be angling for additional concessions from the Skydance group, the knowledgeable people said.

But Skydance already has sweetened its offer for Paramount and NAI — twice.

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There could be continued heartburn over the terms of the Skydance deal. The major issue, according to shareholders, is the all-stock nature of the transaction and the plan to fold David Ellison’s smaller Santa Monica Skydance studio into Paramount.

Skydance Media founder and CEO David Ellison.

Skydance Media founder and CEO David Ellison.

(Evan Agostini/Invision/AP)

Some 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.

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Some investors complain that the deal undervalues the holdings of Paramount shareholders while overvaluing Skydance, further diluting the value of Paramount’s stock.

That’s a scenario that played out with the disastrous AOL-Time Warner merger a quarter of a century ago, Schilling said.

“One of the things the AOL-Time Warner deal taught us is that the company that is initiating the transaction may be overvalued,” Schilling said. “AOL’s stock was valued super high because that was at the peak of the internet bubble. And AOL was able to turn a bunch of unrealized capital gains into cold hard assets.”

Skydance won support of Paramount’s board, in large part, by carving 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.

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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.

In addition, 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 are paid, the Redstone family would come away with $1.75 billion.

The late Sumner Redstone made sure the company, formerly known as Viacom, had two classes of stock, allowing his family to keep a tight grip. The Redstones, through National Amusements, own 77% of Paramount’s voting Class A shares.

But the bulk of the equity is held by nonvoting Class B shareholders — and that’s the problem, Elson said.

“The controlling shareholder can move on their own whim as opposed to doing what other shareholders would agree to,” Elson said.

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Shari Redstone

Shari Redstone.

(Martina Albertazzi / Bloomberg via Getty Images)

“Go shop” provisions are infrequent during competitive auctions but are fairly common for the sale of financial firms or privately held companies, Schilling said.

Skydance has the ability to match the terms of Bronfman’s deal.

Most observers believe Bronfman has an uphill battle to wrest the deal away from the Ellisons.

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“We simply cannot fathom why Bronfman (and components of his investor group) would be pursuing Paramount this aggressively unless the Redstones and members of the Paramount Special Committee wanted him to,” media analyst Richard Greenfield of Lightshed Partners wrote in a report earlier this week.

“Maybe the Redstones have had second thoughts about selling to Skydance/Ellison?” Greenfield wrote.

Entertainment

Stagecoach 2026: How to watch Friday’s livestream with Cody Johnson, Ella Langley, Bailey Zimmerman

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Stagecoach 2026: How to watch Friday’s livestream with Cody Johnson, Ella Langley, Bailey Zimmerman

Choosin’ to stay home instead of trekking out to Indio for this weekend’s Stagecoach festival? Don’t worry, you’ll be able to listen to all the country music your heart desires. You can get your country heartbreak on with Ella Langley, Bailey Zimmerman and Cody Johnson, and then rock out with Counting Crows. If you prefer EDM, you can catch Diplo and Dillstradamus (Dillon Francis and Flosstradamus) as Friday’s closing acts.

The festival will be livestreamed on Amazon Music, Amazon Prime Video and Twitch beginning at 3 p.m. On Sirius XM’s The Highway (channel 56), you can listen to exclusive interviews and live performances along with a special edition of the Music Row Happy Hour. The station Y’Allternative will also be covering the festival on Friday evening.

Here are updated set times for the Stagecoach livestream Friday performances (times presented are PDT):

Channel 1

3:05 p.m. Noah Rinker; 3:25 p.m.; Adrien Nunez; 4 p.m. Ole 60; 4:25 p.m. Avery Anna; 5 p.m. Chase Rice; 5:55 p.m. Nate Smith; 6:50 p.m. Ella Langeley; 7:50 p.m. Bailey Zimmerman; 8:55 p.m. the Red Clay Strays; 10 p.m. Cody Johnson; 11:30 p.m. Diplo

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Channel 2

3:05 p.m. Neon Union; 3:25 p.m. Larkin Poe; 4 p.m. Marcus King Band; 4:50 p.m. Lyle Lovett; 5:35 p.m. BigXthaPlug; 6:30 p.m. Noah Cyrus; 7 p.m. Wynonna Judd; 8 p.m. Counting Crows; 8:50 p.m. Sam Barber; 10 p.m. Dan + Shay; 10:45 p.m. Diplo featuring Juicy J; 11:05 p.m. Rebecca Black; 11:45 p.m. Dillstradamus

Sirius XM Music Row Happy Hour

1 p.m. Avery Anna; 2 p.m. Nate Smith; 2:30 p.m. Josh Ross; 3 p.m. Cody Johnson; 3:30 p.m. Gabriella Rose; 5:15 p.m. Nate Smith; 7:50 p.m. Bailey Zimmerman; 9:30 p.m. Cody Johnson; 11 p.m. Diplo

Sirius XM Y’Allternative

5 p.m. Ole 60; 6 p.m. Larkin Poe; 7 p.m. Marcus King Band; 8 p.m. Sam Barber

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Movie Review: The Mortuary Assistant – HorrorFuel.com: Reviews, Ratings and Where to Watch the Best Horror Movies & TV Shows

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Movie Review: The Mortuary Assistant – HorrorFuel.com: Reviews, Ratings and Where to Watch the Best Horror Movies & TV Shows

Forget the “video game movie” curse; The Mortuary Assistant is a bone-chilling triumph that stands entirely on its own two feet. Starring Willa Holland (Arrow) as Rebecca Owens, the film follows a newly certified mortician whose “overtime shift” quickly devolves into a grueling battle for her soul.

What Makes It Work

The film expertly balances the stomach-churning procedural work of embalming with a spiraling demonic nightmare. Alongside a mysterious mentor played by Paul Sparks (Boardwalk Empire), Rebecca is forced to confront both ancient evils and her own buried traumas. And boy, does she have a lot of them.

Thanks to a full-scale, practical River Fields Mortuary set, the film drips with realism, like you can almost smell the rot and bloat of the bodies through the screen.

The skin effects are hauntingly accurate. The way the flesh moves during surgical scenes is so visceral. I’ve seen a lot of flesh wounds in horror films and in real life, and the bodies, skin, and organs. The Mortuary Assistant (especially in the opening scene) looks so real that I skipped supper after watching it. And that’s saying something. Your girl likes to eat.

Co-written by the game’s creator, Brian Clarke, the movie dives deeper into the demonic mythology. Whether you’ve seen every ending or don’t know a scalpel from a trocar, the story is perfectly self-contained. If you’ve never played the game, or played it a hundred times, the film works equally well, which is hard to do when it comes to game adaptations.

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Nailed It

This film does a lot of things right, but the isolation of the night shift is suffocating. Between the darkness of the hallways and the “residents” that refuse to stay still, the film delivers a relentlessly immersive experience. And thankfully, although this movie is filled with dark rooms and shadows, it’s easy to see every little thing. Don’t you hate it when a movie is so dark that you can’t see what’s happening? It’s one of my pet peeves.

The oh-so-awesome Jeremiah Kipp directs the film and has made something absolutely nightmare-inducing. Kipp recently joined us for an interview, took us inside the film, discussed its details and the game’s lore, and so much more. I urge you to check out our interview. He’s awesome!

The Verdict

This isn’t just a cash-grab; it’s a high-effort adaptation that respects the source material while elevating the horror genre. With incredible special effects and a powerhouse cast, it’s the kind of movie that will make you rethink working late ever again. Dropping on Friday the 13th, this is a must-watch for horror fans. It’s grisly, intelligent, and genuinely terrifying.

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Former Live Nation executive says he was fired after raising ‘financial misconduct’ concerns

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Former Live Nation executive says he was fired after raising ‘financial misconduct’ concerns

A former executive at Live Nation, the world’s largest live entertainment company, is suing the company, alleging that he was wrongfully terminated after he raised concerns about alleged financial misconduct and improper accounting practices.

Nicholas Rumanes alleges he was “fraudulently induced” in 2022 to leave a lucrative position as head of strategic development at a real estate investment trust to create a new role as executive vice president of development and business practice at Beverly Hills-based Live Nation.

In his new position, Rumanes said, he raised “serious and legitimate alarm” over the the company’s business practices.

As a result, he says, he was “unlawfully terminated,” according to the lawsuit filed Thursday in Los Angeles County Superior Court.

“Rumanes was, simply put, promised one job and forced to accept another. And then he was cut loose for insisting on doing that lesser job with integrity and honesty,” according to the lawsuit.

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He is seeking $35 million in damages.

Representatives for Live Nation were not immediately available for comment.

The lawsuit comes a week after a federal jury in Manhattan found that Live Nation and its Ticketmaster subsidiary had operated a monopoly over major concert venues, controlling 86% of the concert market.

Rumanes’ lawsuit describes a “culture of deception” at Live Nation, saying its “basic business model was to misstate and exaggerate financial figures in efforts to solicit and secure business.”

Such practices “spanned a wide spectrum of projects in what appeared to be a company-wide pattern of financial misrepresentation and misleading disclosures,” the lawsuit states.

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Rumanes says he received materials and documents that showed that the company inflated projected revenues across multiple venue development projects.

Additionally, Rumanes contends that the company violated a federal law that requires independent financial auditing and transparency and instead ran Live Nation “through a centralized, opaque structure” that enables it to “bypass oversight and internal checks and balances.”

In 2010, as a condition of the Live Nation-Ticketmaster merger, the newly formed company agreed to a consent decree with the government that prohibited the firm from threatening venues to use Ticketmaster. In 2019 the Justice Department found that the company had repeatedly breached the agreement, and it extended the decree.

Rumanes contends that he brought his concerns to the attention of the company’s management, but his warnings were “repeatedly ignored.”

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