Skydance on Tuesday unveiled the slate of board directors who will be serving as soon as the Skydance-Paramount transaction closes on Thursday, including former Paramount chairman and CEO Sherry Lansing.
In addition to Lansing, the board will include Paramount chairman and CEO David Ellison, president Jeff Shell, chief operating and strategy officer Andy Gordon, Oracle Corporation CEO Safra A. Catz, RedBird Capital Partners founder Gerry Cardinale, RedBird chairman John L. Thornton, Silver Lake managing director Justin G. Hamill, Lawrence Investments LLC president Paul Marinelli, and current Paramount board director and former Barclays PLC vice chairman Barbara Byrne.
“We are thrilled and honored to welcome this truly outstanding group of director-designees to our board. They are dynamic leaders whose impact spans industries and whose reputations resonate across the business world globally,” Ellison said in a statement. “The legacy of Paramount is one of our greatest strategic assets and it is our strong desire and fiduciary duty to honor that history while positioning the business for sustained value creation. These highly qualified, world-class executives share in our commitment and will play a critical role in guiding the future direction of our combined company, and we are deeply grateful for their willingness to serve.”
The current Paramount Global directors will step down upon the close of the combination, including controlling shareholder and non-executive chairwoman Shari Redstone, Linda Griego, Susan Schuman and recent appointees Mary Boies, Charles Ryan and Roanne Sragow Licht.
Under the two-step deal, Skydance is set to acquire Redstone’s holding company National Amusements, which controls 77.4% of the Paramount Class A common stock outstanding and approximately 9.5% of the overall equity of the company, before merging with the Hollywood studio.
The deal provides $2.4 billion for Redstone, $4.5 billion to non-NAI Paramount shareholders and an additional $1.5 billion in new capital to help pay down debt and recapitalize the company’s balance sheet.
Skydance’s consortium of investors, which includes RedBird Capital Partners and the Ellison family, will control 70% of shares outstanding and have 100% voting ownership in New Paramount. The combined company will have an enterprise value of $28 billion, while Skydance is being valued at $4.75 billion.
Per the Federal Communications Commission’s final order approving the transaction, David Ellison will grant Sayonara LLC, which is controlled by his father and Oracle co-founder Larry Ellison through a revocable trust, a voting interest equal to approximately 35.5%. Meanwhile, the elder Ellison’s Pinnacle Media will grant the younger Ellison 64.5% of its respective voting interest in NAI.
In accordance with the voting percentages, David Ellison and Sayonara will have the right to designate the Ellison family directors of NAI and New Paramount. The FCC application amendment notes that Sayonara will not have any “veto rights, or any special or outsized voting rights,” in NAI or New Paramount as a result of the minority voting interest. It added that the changes were being undertaken for “the sake of efficiency and cost savings at New Paramount.”
Upon closing of the deal on Thursday, Paramount will begin trading on the Nasdaq under new ticker symbol: PSKY.
