M&A - Paramount Global

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: Update

Accession Number: 000119312525052917

Filing Summary: On March 12, 2025, Paramount Global reported on the mailing of Election Forms as part of a transaction agreement involving Paramount Global, Skydance Media, LLC, and New Pluto Global, Inc. This mailing is related to the election process for holders of Class A and Class B common stock of Paramount who are eligible to choose their preferred merger consideration. Stockholders must submit their Election Forms by a specified deadline, which will be announced in a press release prior to the election deadline. D.F. King & Co., Inc. has been engaged to assist with this process as the information agent. The document emphasizes the importance for investors to review the filed Information Statement for detailed information regarding the transactions and their implications.

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Form Type: DEFM14C

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525026059

Filing Summary: Paramount Global is proposing a series of mergers with Skydance Media and its subsidiaries, which includes the formation of New Paramount, a wholly-owned subsidiary of Paramount. The merger process involves the Pre-Closing Paramount Merger, where Paramount Merger Sub will merge with Paramount, followed by the New Paramount Merger and the Skydance Merger, which concludes with Skydance becoming a subsidiary of New Paramount. The resulting entity will be renamed Paramount Skydance Corporation. Shareholders of Paramount will have the option to receive either cash or shares of New Paramount Common Stock as consideration for their shares. The transactions are projected to close in the first half of 2025, contingent on various conditions, including regulatory approvals and the effectiveness of related SEC registrations. Following these transactions, NAI will effectively control the voting rights of New Paramount, as they will hold 100% of the Class A common stock. Also, key risk factors are highlighted due to New Paramount’s status as a controlled company under Nasdaq regulations, potentially limiting governance protections for stockholders.

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