Five Top Law Firms Advised On Paramount’s $28bn Skydance Merger

Five Top Law Firms Advised On Paramount’s $28bn Skydance Merger

Latham & Watkins, Sullivan & Cromwell (S&C), Ropes & Gray, Cravath Swaine & Moore, and Simpson Thacher & Bartlett advised on Skydance Media’s Merger with Media Conglomerate Paramount Global. The deal brought together Paramount, home of classic films such as The Godfather and Breakfast at Tiffany’s, with its financial Partner on several recent big releases including Star Trek into Darkness and Top Gun: Maverick.

Under the terms of the deal, Skydance merged with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion and Skydance at $4.75 billion. The deal was intended to create a next-generation technology-media hybrid company as Hollywood competed for attention with tech giants moving into the entertainment space.

Latham acted for Skydance and an investor group that included Sullivan & Cromwell-repped private equity firm RedBird Capital Partners and the Ellison family. In a two-step process, the investor group bought National Amusements, which held the Redstone family’s controlling stake in Paramount and was counseled by Ropes & Gray, for $2.4 billion in cash. Skydance then merged with Paramount, offering $4.5 billion in cash or stock to shareholders and a further $1.5 billion for Paramount’s balance sheet, which currently held billions in debt.

Cravath acted as Legal Counsel to the Paramount special committee formed in January to evaluate options for the company, while Simpson Thacher acted for Paramount Global.

The deal followed more than six months of negotiations and saw Paramount chair Shari Redstone end her family’s links with the company after 30 years. Redstone’s late father, Sumner, bought Paramount Pictures in 1994 in a deal worth $10 billion as part of the transformation of the family’s chain of drive-in movie theaters into a media empire that also included the CBS broadcast network and cable television networks Comedy Central and MTV.

Skydance founder David Ellison, the 41-year-old son of Oracle Co-Founder Larry Ellison, became Chairman and Chief Executive of the new Paramount. Jeff Shell, Chairman of RedBird Sports & Media and Former Chief Executive of NBCUniversal, was named its new president.

The merger was subject to regulatory approval and was expected to close in the third quarter of 2025. It also gave Paramount 45 days to solicit other offers, meaning there could be yet more instalments in an already complex deal process that saw National Amusements pull the plug on advanced talks the previous month after the two sides failed to reach mutually agreeable terms.

Paramount said the deal would combine the Skydance investor group’s financial resources, operating experience, and tech expertise with its own “iconic IP, deep film and television library, proven hit-making capabilities, and linear and streaming platforms.”

Paramount had struggled in recent years. The company had lost almost $17 billion in value since late 2019, according to Reuters, as its traditional television business had shrunk more rapidly than its Paramount+ streaming service could turn a profit.

Ellison promised to bring “best-in-class technology and modernized infrastructure” to Paramount+ and Pluto TV, the free streaming service, as well as enhance Paramount’s traditional television networks.

The Latham team acting for Skydance and the investor group was led by Partners Justin Hamill, Bradley Faris, Ian Nussbaum, Max Schleusener, Rick Offsay, and Liliana Paparelli Ranger. Advice was provided on tax matters by Partners Pardis Zomorodi, Katharine Moir, and Julie Crisp.

The S&C Corporate team advising RedBird Capital included Alison Ressler, Eric Krautheimer, Ari Blaut, Isaac Wheeler, Juan Rodriguez, Mitchell Friedman, and Renata Hesse.

The Ropes & Gray team counseling National Amusements included M&A Partners Jackie Cohen and Emily Oldshue; litigation and enforcement Partners Peter Welsh and Marty Crisp; Tax Partner Scott Pinarchick; Benefits Partner Renata Ferrari; Finance Partner Byung Choi; Antitrust Partners Michael McFalls and Ruchit Patel; and Intellectual Property Partner Erica Han.

The Cravath team guiding Paramount’s special committee was led by M&A Partners Faiza Saeed, Daniel Cerqueira, and Claudia Ricciardi, while the Simpson Thacher team guiding Paramount Global was led by M&A Partners Eric Swedenburg and Katherine Krause. Also working on the team were Partners Jamin Koslowe (ECEB); Jonathan Goldstein (Tax); Brian Steinhardt (Banking and Credit); Hui Lin (Capital Markets); Jonathan Lindabury (Derivatives); Lori Lesser (IP); and Sara Razi (Antitrust).

RedBird Advisors, BofA Securities, Moelis & Company, and The Raine Group served as financial advisers to Skydance and the investor group. BDT & MSD Partners served as financial adviser to National Amusements, while Centerview Partners served as financial adviser to the Paramount special committee and Rothschild & Co served as financial adviser to Paramount Global.