Tag: Merger

Paramount Skydance-WBD Merger Agreement Officially Announced

Paramount Skydance Corp. and Warner Bros. Discovery Feb. 27 announced they have entered into a definitive merger agreement under which Paramount will acquire WBD.

Under the terms of the agreement, Paramount will pay $31 per share in cash for all outstanding shares of WBD in a deal valued at $110 billion. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in Q3 2026, subject to customary closing conditions, including regulatory clearances and approval by WBD shareholders, with a vote expected in the early spring of 2026, according to the companies.

In the event the transaction has not closed by Sept.30, 2026, WBD shareholders will receive a 25 cents per share “ticking fee” for each quarter (measured daily) until closing.

“Together, Paramount and WBD will deliver greater choice for consumers through its leading streaming platforms with an exceptional intellectual property portfolio that has produced popular franchises such as ‘Game of Thrones,’ ‘Mission Impossible,’ ‘Harry Potter,’ ‘Top Gun,’ the DC Universe and ‘SpongeBob SquarePants,'” read the release.

“From the very beginning, our pursuit of Warner Bros. Discovery has been guided by a clear purpose: to honor the legacy of two iconic companies while accelerating our vision of building a next-generation media and entertainment company,” David Ellison, chairman and CEO of Paramount, a Skydance Corp., said in a statement. “By bringing together these world-class studios, our complementary streaming platforms, and the extraordinary talent behind them, we will create even greater value for audiences, partners and shareholders — and we couldn’t be more excited for what’s ahead.”

“I’m very pleased with the outcome we achieved for WBD shareholders and the entertainment industry,” David Zaslav, president and CEO of Warner Bros. Discovery, said in a statement. “Our guiding principle throughout this process has been to secure a transaction that maximizes the value of our iconic assets and our century-old studio while delivering as much certainty as possible for our investors. We look forward to working with Paramount to complete this historic transaction.”

Paramount is committed to producing a minimum of 30 theatrical films annually, and to traditional windows. Every film will receive a full theatrical release, with a minimum 45-day window globally before becoming available on paid video-on-demand (VOD), with the intention of 60 to 90 days or more to maximize the audience for our most successful releases, according to Paramount. Both studios will continue to support a “vibrant third-party ecosystem” by licensing their films and shows across their own and third-party platforms, while remaining active buyers of content from third-party studios and independent producers, Paramount announced. Following its theatrical run, each film will transition to the current industry standard home video window, preserving paid video-on-demand prior to availability on subscription streaming services. Paramount will continue to adhere to specific windowing regimes in geographies it operates in, including in France where Paramount maintains its windowing commitments, the company announced.

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Lawmakers Question Skydance Media CEO David Ellison About Possible ‘Side Deal’ With Trump

Three U.S. Congressional lawmakers are questioning Skydance Media CEO David Ellison about a possible “side deal” with President Trump regarding Paramount Global’s $16 million settlement payment on July 2.

In a July 21 letter, Senators Elizabeth Warren (D-MA), Bernie Sanders (I-VT), and Ron Wyden (D-Ore.) are seeking answers about any backdoor agreements made with Trump to help further Skydance’s $8 billion acquisition of Paramount, which includes Paramount Pictures, the Paramount+ streaming platform, CBS, Comedy Central, BET and MTV, among other properties.

Trump’s Federal Communications Commission must approve the deal before it can close.

Citing a media report, the lawmakers said Trump has publicly stated that the settlement was worth “about $16 million plus $16 million, or maybe more than that in advertising … So it’s like $32 [million] to maybe $35 million.”

“This admission appears to corroborate reporting that claims you reached a ‘side deal’ with the President, the terms of which involve CBS airing public service announcements ‘and other broadcast transmissions’ worth between $15 million and $20 million that ‘support conservative causes supported by President Trump,'” the senators wrote in the letter.

Paramount denies the existence of any agreements involving conservative public service announcements.

The lawmakers also question whether the July 17 announcement regarding the 2026 cancellation of the long-running “The Late Show With Stephen Colbert,” which has routinely been critical of Trump and other Republicans while promoting left-wing causes, was done to facilitate the merger closure. Paramount is on the hook for a $400 million termination fee to Skydance if the merger fails to close.

“These reports raise fresh questions about corruption in the Trump Administration and [the] President’s willingness to accept payments from entities with significant policy interests before agencies he controls,” read the letter.

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The lawmakers are seeking answers to the following seven questions by Aug. 4.

1. Is there currently any arrangement under which you or Skydance will provide compensation, advertising, or promotional activities that in any way assist President Trump, his family, his presidential library, or other Administration officials?
a. If so, what is the nature of this arrangement? What will you or Skydance provide, and what have you discussed receiving in return from the Trump Administration?
b. Have any Skydance board members been involved in any of these discussions, or have you been involved in these discussions only in your personal capacity?

2. Have you personally discussed with President Trump, any of his family members, any Trump Administration officials, or presidential library fund personnel any matters related to the Paramount-Skydance transaction? If so, what was the nature of these discussions?

3. Were you or any other Skydance executives involved in discussions about settling President Trump’s lawsuit against CBS? If so, please provide information regarding the timing, nature of, and participants in these discussions, including whether the pending transaction with Paramount was discussed.

4. Has Skydance agreed or have you personally agreed to make changes to Skydance’s content or Paramount’s or CBS’s content at the request of the Trump Administration, to facilitate approval of the transaction? If so, please describe those requests.

5. Were you or other Skydance executives involved in discussions about canceling ‘The Late Show With Stephen Colbert’? If so, please provide information regarding the timing, nature of, and participants in these discussions, including whether the pending transaction with Paramount was discussed.

6. Does Skydance have any policies, procedures, or guidance related to compliance with 18 U.S.C. 201 or any other laws governing public corruption? If so, please provide a copy of those policies and procedures.

7. Does Skydance conduct any trainings for its staff or executives related to compliance with 18 U.S.C. 201 or any other laws governing public corruption? If so, please provide details regarding these trainings.

Paramount has publicly stated cancellation of “The Late Show,” which will go off the air next May, was due to financial reasons amid a general decline in audience interest in the late-night talk show format. “The Late Show” was reportedly losing up to $40 million a year for the CBS network.

Vizio Shareholder Challenges Walmart Merger, Claiming $2.3 Billion Deal is Unfair to Common Stakeholders

A Vizio shareholder has filed a class-action lawsuit claiming the consumer electronics manufacturer’s $2.3 billion merger with Walmart unfairly benefits key executives at the expense of common stakeholders.

In the 73-page suit — filed March 31 by shareholder Robert Garfield in the Court of Chancery of the State of Delaware — the plaintiff alleges that Vizio founder/CEO William Wang secured an equity stake in Walmart that common shareholders of Vizio did not receive.

Prior to the sale, Walmart was Vizio’s largest retail partner.

The complaint alleges that in early 2023, Wang and other members of Vizio management began having secret meetings with Walmart to discuss a potential acquisition. When Wang approached the Vizio board of directors about the potential deal, Walmart had already conditioned an offer, with Wang and COO Ben Wong remaining with the company.

Garfield alleges that with Wang controlling 100% of the company’s Class B stock, and 86.3% of shareholder voting power overall, the three-member independent special committee assessing the deal had little say on the $11.50-per-share transaction, including soliciting third-parties for potential higher offers.

The suit claims breach of fiduciary duty by Wang, senior management and five other board members.

The lawsuit was first reported by Law360.com.

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DirecTV Ends $1 Dish Acquisition After Satellite TV Operator’s Debt Holders Refuse Exchange Offer Terms

DirecTV Nov. 22 announced that it is terminating the $1 acquisition of rival satellite TV operator Dish after the latter’s debt holders of parent EchoStar refused to lower the value of their $1.98 billion in outstanding bonds.

The termination, effective at 11:59 p.m. ET Nov. 22, follows Dish noteholders’ failure to agree to slash a reported $1.5 billion from the outstanding debt, which was a condition of DirecTV’s contractual obligations to acquire Dish.

The combination of DirecTV and Dish would have created the largest pay-TV operator (in addition to online platforms Sling TV and DirecTV Stream) in the country, despite the fact the two companies have lost a combined 63% of their video subscribers since 2016.

“While we believed a combination of [the companies] would have benefited all stakeholders, we have terminated the transaction because the proposed [debt exchange terms] were necessary to protect [our] balance sheet and operational flexibility,” Bill Morrow, CEO of DirecTV, said in a statement.

Morrow said the El Segunda, CA-based company would continue to advance its mission to “aggregate, curate, and distribute” content tailored to customers’ interests by pursuing “innovative products” and providing customers with additional choice, flexibility and control.

“We are well positioned for the future with a strong balance sheet and support from our long-term partner TPG,” he said.

Indeed, the termination of the acquisition does not affect private equity firm TPG’s acquisition of the remaining 70% stake in DirecTV from AT&T, which is expected to close in the second half of 2025.

The failure to combine the nation’s two satellite TV operators for the second time (federal regulators blacked a proposed $26 billion merger in 2002 over antitrust issues), is a blow to EchoStar founder/CEO Charlie Ergen.

Ergen was looking to offload Dish’s $1.98 billion in debt, which comes due this month. EchoStar ended the June fiscal period with slightly more than $500 million in cash and cash equivalents, leading Wall Street analyst Craig Moffett, with MoffettNathanson, to believe the company will declare bankruptcy in the next six months.

“They will need to raise new capital,” Moffett wrote in a late September note.

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Discovery Shareholders Win $125 Million in WBD Merger Settlement

Discovery shareholders will receive $125 million as part of a 2022 class-action lawsuit settlement following the $43 billion merger between Discovery and AT&T’s WarnerMedia, which created Warner Bros. Discovery.

WBD, which is 71% owned by AT&T and 29% by Discovery, owns and operates Warner Bros., HBO, Max, Turner and Discovery under the direction of former Discovery CEO David Zaslav and CFO Gunnar Wiedenfels.

A handful of pension funds alleged that select Discovery board members reneged on their fiduciary duties in the merger in order to procure more favorable financial benefits from the deal compared to normal investors.

The settlement, which must approved by a Delaware Chancery judge, was agreed to by both sides during mediation in May, but only disclosed on July 5.

Specifically, $100 million of the settlement will be funded by The Advance/Newhouse Partnership, which reportedly owns 8% of WBD stock, with company executives and former Discovery/WBD board members Robert Miron and his son, Steven Miron, each paying $12.5 million.

Discovery shareholders of record prior to the April 2022 merger closing date will eligible for settlement funds.

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Viacom, CBS Close Corporate Re-Merger

ViacomCBS Dec. 4 formally announced the completion of the merger between CBS Corp. and former corporate parent Viacom — the latter also owning Paramount Pictures, MTV, BET, Nickelodeon, Pluto TV and Comedy Central.

On Jan. 1, 2006, Viacom spun off subsidiary CBS into a freestanding television company led by CEO Les Moonves, who was forced out in 2018 following allegations by several women of inappropriate workplace behavior.

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“This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers,” CEO Bob Bakish said in a statement. “Through the combination of CBS’s and Viacom’s complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally.”

Building on a collection of franchises and partnerships, ViacomCBS will be home to more than 140,000 premium TV episodes and 3,600 film titles, with global production capabilities and more than $13 billion in annual content investment.

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The company will account for 22% of TV viewership in the U.S. and hold the highest share of broadcast and cable viewing across key audience demographics, with strength in all categories, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids.

Through the strength and scale of these assets, ViacomCBS claims it will be well-equipped to maximize the value of its content for its own platforms and for others, as it meets the growing global demand for third-party premium content. The company’s content scale will support a robust streaming strategy, including ViacomCBS’s own suite of advertising and subscription-based offerings.

In addition, the company’s broad reach, extensive intellectual property portfolio and expertise in advanced marketing solutions will enable it to strengthen its partnerships with distributors and advertisers globally.

CBS, Viacom Merger to Close Dec. 4

CBS Corp. and Viacom have announced that their pending merger is expected to close after market hours on Dec. 4.

Immediately following the closing, the combined company will be renamed ViacomCBS Inc., and it is expected to begin trading on the Nasdaq Global Select Market on Dec. 5 under the new ticker symbols “VIACA” and “VIAC,” according to the companies.

As part of the listing, ViacomCBS will also become eligible for future inclusion in the Nasdaq 100 index.

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Speaking last August with CNBC, Robert Bakish, current Viacom CEO and future head of ViacomCBS, said the combined media company would offer “unmatched scale” with 140,000 television catalog episodes and 3,600 movies, including content from Paramount Pictures and CBS Studios.

The broadcast network’s early move toward direct-to-consumer content distribution with CBS All Access and Showtime OTT and Viacom’s acquisition of ad-supported streaming service Pluto TV has well-positioned the new media company in the streaming video era, he said.

“[That’s] not something people have talked about a lot [regarding the merger],” he said.  “You unite those two together and you really have a D-to-C ecosystem — very compelling — both with substantial, millions of users.”

Viacom and CBS Announce Leadership After Pending Merger

CBS and Viacom Nov. 11 announced senior appointments for content and digital leadership of ViacomCBS effective upon closing of the merger.

The combined company’s library will comprise 140,000-plus TV episodes and 3,600-plus film titles, according to a joint press release. ViacomCBS will also have more than 750 series ordered or in production, as well as a major Hollywood film studio, Paramount Pictures. The combined company will have a content spend of more than $13 billion — one of the largest in the industry, according to the joint release.

“ViacomCBS will be one of the largest premium content creators in the world, with the capacity to produce content for both our own platforms and for others,” Bob Bakish, president and CEO, Viacom, who will serve as president and CEO of ViacomCBS upon close, said in a statement. “This talented team of content leaders will work together to ensure we realize the full power of our brands, our deep relationships with the creative community and our intellectual property to drive our growth as a combined company.”

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Content leaders, who will manage the creative and business operations of the company’s brands and help assess how best to distribute programming include:

  • Jim Gianopulos, who will oversee Filmed Entertainment, continuing as chairman and CEO of Paramount Pictures, a role that includes oversight of Paramount Animation, Paramount Features, Paramount Players and Paramount TV;
  • Chris McCarthy, president of MTV, VH1, CMT and Logo, who will serve as president of entertainment and youth brands, ViacomCBS Domestic Media Networks — adding Comedy Central, Paramount Network, Smithsonian Channel and TV Land brands and their respective content studios to his current portfolio of MTV, VH1, CMT and Logo;
  • David Nevins, chief creative officer, CBS, and chairman and CEO, Showtime Networks, who will oversee CBS Television Studios, the CBS Television Network’s Entertainment division, the Showtime Networks and Pop, as well as the programming of CBS All Access (He will also have oversight of CBS’ interest in The CW, a joint venture between CBS and Warner Bros. Entertainment. In addition, Nevins will oversee BET, which will continue to be led by Scott Mills as President of BET);
  • Carolyn Kroll Reidy, who will lead the company’s publishing assets, continuing in her role as president and CEO of Simon & Schuster; and
  • Brian Robbins, president of Nickelodeon, who will oversee the company’s kids and young adult-focused offerings as president, kids and family entertainment, ViacomCBS Domestic Media Networks (In addition to Nickelodeon, Nick at Nite, Nick Jr., TeenNick, Nicktoons and Nickelodeon Studios, he will now oversee Awesomeness, which he co-founded and was acquired by Viacom in 2018).

 

Joe Ianniello, as previously announced, will serve as chairman and CEO of CBS, overseeing CBS-branded assets such as the CBS Television Network (including CBS Entertainment, CBS News, and CBS Sports), CBS Television Studios, CBS Interactive (including CBS All Access) and CBS Television Stations.

ViacomCBS will also form a new Content Council, comprising the content leaders across the company and chaired by Nevins, to ensure these leaders and other senior executives are working together to maximize the use of IP and talent relationships across the combined company.

ViacomCBS’ portfolio of streaming assets will include CBS All Access and Showtime, which deliver premium, branded content live and on demand to millions of subscribers; Pluto TV, the leading free, advertising-supported streaming TV service in the United States; and targeted niche products such as BET+, CBSN, CBS Sports HQ, ET Live and Noggin.

“Our content scale will support our streaming strategy, which will build on the rapidly scaling advertising and subscription-based products we already have in the market,” Bakish said in a statement. “The executives we announced today bring complementary and deep experience in both subscription and ad-supported streaming businesses, and will work together to create a differentiated streaming ecosystem in the market.”

ViacomCBS digital leaders include:

  • Marc DeBevoise, president and COO, CBS Interactive, who will serve as chief digital Officer, ViacomCBS, and president and CEO, CBS Interactive, providing overall leadership for the combined company’s technology and digital operations across its broad range of digital assets, including its subscription, live and vertical ad-supported direct-to-consumer streaming services and major internet properties (His team will also be responsible for Viacom Digital Studios as well as its partnerships with technology, digital video and social platforms. In addition, he will continue to lead CBS Interactive and its digital businesses, including those of the CBS Television Network and CNET Media Group and its portfolio of streaming services including CBS All Access, CBSN, CBS Sports HQ and ET Live.);
  • Kelly Day, president, Viacom Digital Studios, who will continue to lead the digital content strategy and initiative to create and expand original programming and branded content across leading and emerging social platforms (In this role, reporting to DeBevoise, she will look to expand this initiative from brands including MTV, Nickelodeon, Comedy Central and BET across the combined company’s content portfolio.);
  • Phil Wiser, CTO, CBS, who will serve as CTO for the combined company, reporting to DeBevoise, and will be responsible for the global technology strategy, shared services, operations and transformation for ViacomCBS; and
  • Tom Ryan, CEO and co-founder of Pluto TV, who will continue to lead Pluto TV and will oversee all facets of the company’s business;

 

The merger is expected to close by early December, according to the press release.

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