Skydance Media (Skydance) and Paramount Global (NASDAQ: PARA, PARAA) (Paramount) have announced that they have entered into a definitive agreement to form “New Paramount” — a next-generation media and technology leader. Under the terms of the agreement, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately US$28 billion and Skydance at US$4.75 billion, where existing Skydance investors will receive Class B stock in New Paramount and existing Paramount public investors will receive cash and Class B stock in New Paramount. An Investor Group, comprising the Ellison Family and RedBird Capital Partners, will acquire National Amusements, which holds the controlling Class A share stake in Paramount, for US$2.4 billion and invest US$4.5 billion for the cash portion of the stock/cash merger consideration to be paid for publicly traded Class A shares and Class B shares of Paramount, as well as US$1.5 billion of primary capital to be added to New Paramount’s balance sheet. The transaction is anticipated to close in the first half of 2025. Latham & Watkins LLP represents Skydance Media and the Investor Group (comprised of the Ellison Family and RedBird Capital Partners) led by partners Justin Hamill, Bradley Faris, Ian Nussbaum, Max Schleusener, Rick Offsay, and Liliana Paparelli Ranger, with associates Lauren Lefcoe and Rachelle Polsky. Advice was provided on tax matters by partners Pardis Zomorodi and Katharine Moir; on compensation and benefits matters by Julie Crisp; and on regulatory matters by Makan Delrahim, Katherine Rocco, Matthew Brill, and Elizabeth Park.~~