The path full of potho

Tech Sion David Ellison launched his search for Global Paramount almost two years ago.

But the road has been everything less soft for Ellison and his media. President Trump and the president of the Federal Communications Commission, Brendan Carr, have put the Paramount CBS network under the microscope.

Now, the transaction government review of $ 8 billion could extend to summer, increasing the company's drama that also has MTV, Central Comedy and Melrose Avenue's film study behind “Top Gun” and “The Godfather”.

Paramount's investors have cried with foul.

While the purchase of Skydance is pending, Ellison's group of investors, including his billionaire father, Larry, has come to the financial aid of Paramount's controlling shareholders, Shari Redstone and his family. The group made a loan payment of $ 186 million on behalf of the investment firm with liquidity problems of the network. Once the agreement is closed, Skydance investors will pay their private Jet and Central Park apartment in New York for a period of time, according to two people familiar with the arrangements that were not authorized to publicly comment.

“They have to get [the deal] Approved, ”said Mario Gabelli, a supreme shareholder for a long time.

“Paramount, Hollywood and the world will be better with Ellison running it,” Gabelli said. “It doesn't matter if they crash, burn or earn a lot of money, we just need a change.”

Gabelli and others are anxious for a new chapter, but the parachute agreement has become a job, scored by presidential theatrical and murky accusations. Investors demand Paramount responses.

A dark group led by a rich Beverly Hills human rights activist said he has the media, with the support of a sheikh of Abu Dhabi, to pay billions more than Ellison by Paramount, including debt restructuring.

Meanwhile, President Trump has said that he wants “much” money to resolve his demand of $ 20 billion against CBS on editions to an “60 minutes” interview by Vice President Kamala Harris last fall.

Carr opened an investigation into whether the “60 minutes” editions increased to the “news distortion” level, accusations that CBS denies.

Last week, Carr told Bloomberg News that Paramount needed to “be busy” and dismantle his diversity, equity and inclusion programs for the agreement to advance. Finishing the Dei programs has been a Trump priority.

Carr's support for the agreement is fundamental because Paramount and Skydance need the approval of the FCC to transfer the licenses of the CBS station of the Redstones to the Ellison family.

In addition, Congress members and conservative critics have raised national security concerns because Tencent Holdings, a minority investor in Skydance, based in Santa Monica, has links with the military of China. Skydance retreated, saying that Tencent would have only about 5% of the non -voting actions of Paramount.

Investors have come in mass before the Delaware Court, asking questions about the Skydance transaction and their comfortable terms for the Redstone family, which has 77% of the controlling actions in Paramount through its National Investment Vehicle National Amusements Inc.

The family is expected to collect $ 1.75 billion for their participation in Paramount and the rest of the national amusements, which also operates the theaters of films.

The lawyers of the pension funds of the workers of New York city, which have actions of Paramount, have filed a demand for collective action against Paramount and Skydance. This month, they questioned Ellison's loans and future airplanes on behalf of Redstone, calling them “not typical of typical agreement.”

Payments made by Ellison will be deduced from the possible sales income of the redstones, according to a knowledgeable person close to Redstone. If the agreement falls apart, Paramount owes Skydance a break rate of $ 400 million.

Few expect Skydance Colapse's acquisition offer. The observers indicate the outstanding support of Larry Ellison to Trump as the Skydance AS in the hole.

Last summer, Skydance and Paramount established a deadline of April 7 for the agreement to close, according to regulatory presentations. After that, Skydance or Redstone, with the support of the Special Committee of Paramount, could move away, but Paramount would have to pay the breakup rate.

The agreement includes two 90 -day automatic extensions. The first would expire on July 7, the first anniversary of the signing of the agreement. (David Ellison first communicated with Shari Redstone in mid -2023 when Paramount was staggering the Hollywood work strikes. At that time, Redstone turned to a banker to help national amusements to fulfill their financial obligations. The banker has been instrumental in facilitating the sale of NAI).

Representatives of Redstone, Paramount and Skydance declined to comment.

Preferential treatment accusations have long cloudy the complicated two -step agreement.

The firm of Ellisons and Private Capital Redbird Capital Partners agreed last summer to buy the national amusements of the redstones. After that, Paramount will buy Skydance at an assessment of $ 4.75 billion. Critics say it is an inflated price for Ellison's signature. But Skydance and his sponsors also agreed to pump $ 1.5 billion to the abused balance of Paramount so that the company can pay the debt.

The agreement also provides $ 4.5 billion to buy shareholders anxious to leave.

New York pension funds accused members of the Paramount Board of breaching their fiduciary duty with shareholders by maintaining an auction designed to anoint two winners: Redstone and Skydance, which was granted the right to “acquire supreme with a great discount”, according to the complaint of the funds. “The losers? Paramount's public shareholders.”

Shareholders acknowledged that the Redstone family would receive a premium for their controlling actions. The question has been, how much?

“This is Hollywood: 'Show me the money,'” said Gabelli, borrowing from the 1996 film “Jerry Maguire.”

The veteran investor, who helped Redstone's father, Sumner Redstone, to set up his successful acquisition of Paramount Pictures three decades ago, asked a judge to order Paramount to provide financial details of his agreement with Skydance.

Gabelli called the effort of his firm “FishBowl”.

“If Shari gets $ 40 per share and our shareholders get $ 23, well, that is a great discrepancy,” Gabelli said. “I am in favor of this [Skydance] I deal, but I want to make sure that my customers get a fair price. ”

Then a mysterious alternative bidder emerged.

At the end of January, a group called Project Rise Partners said it was prepared to pay $ 13.5 billion per Paramount, $ 5 billion more than the Skydance agreement. The team, in a letter this month to the FCC, urged the agency to block the parachute agreement.

Skydance was furious, saying that the Rise project appeared after the auction, which closed at the end of August after a period of “Go Shop” of 45 days that was designed to allow competing offers. Project Rise tried to gather an offer last summer, but what happened later is in dispute.

Project Rise said he tried to enter the tender, but Paramount's officials suggested that the group left because Ellison had an internal track. Skydance called Rise's offer of the “Inserious” project.

In a letter to the FCC, Skydance's lawyers said they had discovered evidence that the offer of the RISE project and the sponsors that they listed on a top sheet of September were to “make believe.”

Skydance's lawyers alleged in the FCC letter that neither Goldman Sachs nor a fund controlled by a SHEIKH of Abu Dhabi had promised assistance to the increase in the project.

Project Rise's lawyer from Los Angeles, Thomas Watson, said during a hearing in the case of pension funds that Skydance's statement was based on a “careless investigation.”

Shari Redstone, in the photo here in 2019, is the Paramount's controller shareholder.

(Martina Albertazi / Bloomberg through Getty Images)

Watson said Skydance contacted a sheikh of Abu Dhabi, but he was the uncle of his possible advisor to the Middle East with a similar name.

“Skydance extended the wrong sheikh,” he said.

The pension funds withdrew their application for the judge to block Skydance's primary acquisition after the companies and the increase in the project told the judge that they would provide discovery materials.

The co -president of the Rise Project, Daphna Edwards Ziman, acknowledged the nature of “David and Goliath” of her effort to evict Skydance. It joins Moses Gross, who manages the Malka Investment Trust, as co -president.

“We are in danger of losing one of the most emblematic companies in the world,” said Edwards Ziman about Paramount. “Maybe I don't stand up [but] I just couldn't sit and see him go. “

Project Rise will reveal his investors to the judge of Delaware, he said.

The defender of human rights and children, who wrote a thriller of 2011, “The Gray Zone,” said he sympathized with the difficult situation of Shari Redstone. Edwards Ziman accused Paramount Management of failing the tycoon.

Co -president of the Rise Daphna Edwards Ziman project.

(Courtesy of Daphna Edwards Ziman)

Edwards Ziman and others have questioned the growing influence of Skydance and his partner Redbird Agreement in Paramount Global, even before the agreement closes.

In addition to Ellison paying NAI loans, the Redbird executive and the president of Paramount, Jeff Shell, has held meetings to become familiar with operations and team. At the end of last year, during a meeting with a high -level CBS executive, he suggested that the company needed to resolve Trump's demand, the sources said.

Project Rise's efforts are expected to stay short.

“The FCC will probably approve the agreement, and the company will be sold,” said C. Kerry Fields, a commercial law professor at the USC Marshall School of Business. “While we may not know all the details of Skydance's advances to Shari, they seem to heal [her debts] so that she can stay alive to make the deal.

“Redstone,” he added, “it really has no other alternative.”