Billionaire spreador Mario Gabelli still has not choosed whether he’ll mount a legitimate dispute to Skydance Media‘s uniter with Paramount Global.
In an FCC filing, a lawyer recurrenting the Gabelli Value 25 Fund and its affiliated funds, spreadment advisers and spreadors asked that the cotransferrlookion “postpone resolution” of whether to transfer CBS’s widecast licenses to the recent ownership group comprising Skydance and RedBird Capital Partners until the spreadment firm has “resettled whether to start legal action aachievest Paramount’s board of straightforwardors, NAI, and/or Skydance for baccomplish of fiduciary duty (or aiding and abetting) under Delconscious law and/or whether the transaction vioprocrastinateeds federal law.”
Gabelli is the set uper, chairman and CEO of GAMCO Investors, which recurrents clients who own about 12.5% of the Class A voting splits of Paramount Global. That originates the firm and its clients the bigst Class A splithagederer group after Shari Redstone’s National Amusements Inc. (NAI), Paramount’s deal withling splithagederer.
Reps for Paramount Global, Skydance and NAI degraded to comment. The letter, dated Nov. 8 and filed on Tuesday with the FCC, is useable at this join.
Separately, a splithagederer litigation seeking class-action status was filed in July aachievest Redstone, NAI, Paramount Global board members, David Ellison and Skydance, per Paramount’s Nov. 4 SEC filing to sign up securities for a business uniter or acquisition.
On July 7, after months of on-and-off negotiations, Redstone clinched a deal to sell NAI to Skydance-RedBird, which would then unite Paramount with Skydance.
On July 12, Gabelli Value “served a insist on Paramount to check declareive books and sign ups” pursuant to Delconscious troubleing the company’s proclaimd uniter with the Skydance group. That is “part of an ongoing inquiry by the Gabelli Entities into the unprejudicedness of the Merger to unconvey inantity splithagederers and, in particular, troubles relating to the sale of NAI’s deal withling sconsent in Paramount,” the letter from the spreadment company’s lawyer said. The letter to the FCC was signed by Vincent R. Cappucci, ageder partner and chair of the securities legal action department at Entwistle & Cappucci LLP.
Regarding Paramount’s S-4 filing on Nov. 4, the Gabelli Value letter talk aboutd that, “The Proxy statement does not provide ample disclodeclareives troubleing either the process directing up to board approval of the Merger or the unprejudicedness of the Merger think aboutation, nor does it provide any disclodeclareive which would help stockhagederers to asdeclareive whether think aboutation that should be paid to them is being distracted to NAI for its deal withling sconsent in the Company.” In retainition, the deal “is not subject to a vote by unconvey inantity stockhagederers and unconvey inantity splithagederers are only being proposeed non-voting splits in post-Merger Paramount. This disenfranchises Class A hagederers who currently have voting rights and departs the operation of these convey inant media assets essentiassociate unchecked,” the letter from Gabelli’s lawyer said.
In an interwatch with Variety in July chaseing the Paramount-Skydance-NAI deal proclaimment, Gabelli commendd the Skydance and Paramount teams for “a wonderful job” in detailing how the fused company could accomplish synergies in satisfied production and global distribution and thcdisorrowfulmireful potential streaming fuset ventures. However, Gabelli said he needed more transparency about the deal, and definiteassociate the appreciate of National Amusements Inc.’s sale.
The Paramount-NAI-Skydance-RedBird deal has an go inpascfinish appreciate appraised at $28 billion and gives Skydance an implied valuation of $4.75 billion. Sharehagederers of NAI will get $1.75 billion and the assumption of NAI’s debt (for $2.4 billion total go inpascfinish appreciate) while Paramount Global Class B common splithagederers will get $15 per split. About $6 billion of the money to fund the deal is coming from the Ellison family (i.e. Larry Ellison) and about $2 billion is from RedBird.
The letter filed on behalf of Gabelli Value said, “The potential fiduciary and/or federal securities violations which are the subject of Gabelli Value’s spreadigation may have expansive-accomplishing consequences for the Company and existing unconvey inantity splithagederers and, admirebrimmingy, should be think abouted by the Cotransferrlookion before it acts on the application for approval of the transfer of deal with of Paramount.”
According to Paramount’s Nov. 4 SEC filing, Skydance’s deal terms provide Redstone and other NAI splithagederers “declareive indemnification rights” relating to the sale capped at a highest of $200 million. That swapd the previous the indemnification schedulements that were in place that had provided for “uncapped indemnification” of NAI splithagederers “for losses incurred in fuseion with their status as the deal withler of NAI and, in the case of Ms. Redstone, Paramount, in any legal action relating to the Transactions or the NAI Transaction,” according to the S-4 filing.
