Paramount Global

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"ViacomCBS" redirects here. For the article on the merger, see 2019 merger of CBS and Viacom.
Paramount Global
Formerly called
 ViacomCBS Inc. (2019–2022)
Public
Traded as
ISIN ISIN: [http://www.isin.org/isin-preview/?isin=US92556H2067 US92556H2067]
Industry
Predecessors
Founded December 4, 2019; 4 years ago (2019-12-04)
Headquarters One Astor Plaza
New York, NY 10036
U.S.
Area served
 Worldwide
Key people
Products
Services
Revenue Decrease US$29.65 billion (2023)
Decrease US$−451 million (2023)
Decrease US$−608 million (2023)
Total assets Decrease US$53.54 billion (2023)
Total equity Decrease US$22.53 billion (2023)
Owner National Amusements (9.7% equity, 79.9% voting power)[1]
(Merger with Skydance Media pending)
Number of employees
 21,900 (December 2023)
Divisions <templatestyles src="Plainlist/styles.css"/>
Subsidiaries List of assets owned by Paramount Global
Website paramount.com
Footnotes / references
[2][3]

Paramount Global (also known simply as Paramount) is an American diversified multinational mass media and entertainment conglomerate controlled by National Amusements and headquartered at One Astor Plaza in Times Square, Midtown Manhattan. The company was formed on December 4, 2019, as ViacomCBS through the merger of the second incarnations of CBS Corporation and Viacom[4] (which were split from the original Viacom on December 31, 2005). The company took its current name on February 16, 2022.[5]

Paramount's main properties include the namesake Paramount Pictures film and television studio, the CBS Entertainment Group (consisting of the CBS and partially owned The CW television networks and television stations), BET Networks (who owns the BET and VH1 channels, among others, and other CBS-branded assets), Paramount Media Networks (consisting of U.S.-based cable television networks including MTV, Nickelodeon, Comedy Central, CMT, Paramount Network, and Showtime) and Paramount Streaming (including Paramount+ and Pluto TV). It also has an international division that manages international versions of its pay TV networks, as well as region-specific assets including Argentina's Telefe, Chile's Chilevisión, the United Kingdom's Channel 5, and Australia's Network 10. From 2011 to 2023, the division also owned a 30% stake in the Italian Rainbow S.p.A. studio.[6]

As of 2019, the company operates over 170 networks and reaches approximately 700 million subscribers in 180 countries.[7]

In 2024, National Amusements held talks for a potential merger or acquisition of Paramount Global, with Warner Bros. Discovery, Sony Pictures, Apollo Global Management, and Skydance Media all considering acquiring the company. By June 3, Paramount reportedly agreed to merger terms with the latter company. However, by June 11, merger talks between Paramount and Skydance had fallen apart, resulting in the proposed merger being called off. The companies would later re-negotiate the deal, and on July 2, 2024, Skydance reached a preliminary agreement to acquire National Amusements and merge with Paramount to create which is currently being called "New Paramount".[8][9] The transaction is expected to close in the first half of 2025.

Background

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Main articles: Paramount Communications, Viacom (1952–2005), Viacom (2005–2019), CBS Corporation, Westinghouse Electric Corporation, and Gulf and Western Industries

Paramount Pictures, CBS, and Viacom each had a history of being associated with one another through a series of various corporate mergers and splits.[10] Paramount Pictures was founded in 1912 as the Famous Players Film Company.[11] CBS was founded in 1927, which Paramount Pictures held a 49 percent ownership stake in from 1929 to 1932.[12][13] In 1952, CBS formed CBS Television Film Sales, a division which handled syndication rights for CBS's library of network-owned television series. This division was renamed CBS Films in 1958, again renamed CBS Enterprises in January 1968, and finally renamed Viacom (an acronym of Video and Audio Communications) in 1970. In 1971, this syndication division was spun off amid new FCC rules forbidding television networks from owning syndication companies (these rules were eventually abolished completely in 1993).[14] In 1985, Viacom purchased MTV Networks and Showtime/The Movie Channel Inc. from Warner Communications and American Express.[15] In 1987, Viacom was acquired by theater operator company National Amusements.[16]

Meanwhile, Paramount Pictures was acquired by Gulf and Western Industries in 1966, which then re-branded itself as Paramount Communications in 1989.[17] Viacom then purchased Paramount Communications in 1994.

In 1999, Viacom made its biggest acquisition to date by announcing plans to merge with its former parent CBS Corporation (the renamed Westinghouse Electric Corporation, which had merged with CBS in 1995). The merger was completed in 2000, resulting in CBS reuniting with its former syndication division. On December 31, 2005, Viacom was split into two companies: CBS Corporation, the former's corporate successor, and the spun-off Viacom company.[18]

History

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Further information: 2019 merger of CBS and Viacom

Template:ViacomCBS evolution

Formation

On September 29, 2016, National Amusements, the parent company of CBS Corporation and Viacom, wrote to Viacom and CBS encouraging the two companies to merge back into one company.[19] On December 12, the deal was called off.[20]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger of AT&T-Time Warner and Disney's proposed acquisition of most of 21st Century Fox's assets were announced. Viacom and CBS also faced heavy competition from companies such as Netflix and Amazon.[21] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate.[22] Viacom and Lionsgate were both interested in acquiring The Weinstein Company (TWC).[23] Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC.[23] They lost the bid, and on March 1, 2018, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million.[24][25] Lantern Capital would later acquire the studio.

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value, insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as too low, requesting a $2.8  billion increase and that Bob Bakish be maintained as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[26][27]

Eventually, on May 14, 2018, CBS Corporation sued its and Viacom's parent company National Amusements and accused Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom.[28][29] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[30]

On May 23, 2018, Les Moonves explained that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access (now Paramount+), he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer (MGM), Lionsgate, or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Shari Redstone as a board member of the combined company.[31]

On September 9, 2018, Les Moonves exited CBS following multiple accusations of sexual assault. National Amusements agreed to not propose a CBS-Viacom merger for at least two years after the date of the settlement.[32]

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. CBS's board of directors was revamped with people who were open to merging; the re-merger was made possible with the resignation of Moonves, who had opposed all merger attempts. The talks had started following rumors of CBS acquiring Starz from Lionsgate.[33] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[34][35] CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.[36]

On August 2, 2019, it was reported that CBS and Viacom agreed to merge back into one entity, with both companies agreeing on the management team for the merger. Bob Bakish would serve as CEO of the combined company with the president and acting CEO of CBS, Joseph Ianniello, overseeing CBS-branded assets.[37] On August 7, 2019, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.[38][39]

Initial operations

File:ViacomCBS.svg
ViacomCBS logo used from 2019 to 2022; the logo's colors were initially inverted from 2019 to 2020

On August 13, 2019, CBS and Viacom officially announced their merger; the combined company was to be named ViacomCBS, with Shari Redstone serving as chair.[40][41][42] Upon the merger agreement, Viacom and CBS jointly announced that the transaction is expected to close by the end of 2019, pending regulatory and shareholder approvals.[42] The merger required approval by the Federal Trade Commission (FTC).[42]

On October 28, 2019, the merger was approved by National Amusements, which then announced the deal would close in early December; the recombined company trades its shares on Nasdaq under the symbols "VIAC" and "VIACA" after CBS Corporation delisted its shares on the New York Stock Exchange (NYSE).[43][44]

On November 25, 2019, Viacom and CBS announced the merger would close on December 4 and begin trading on NASDAQ on the next day.[45][46] On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed.[47]

On December 10, 2019, days after the merger, Bakish announced that ViacomCBS would look to divest Black Rock, the building that held CBS's headquarters since 1964. He stated, "Black Rock is not an asset we need to own and we believe that money would be put to better use elsewhere."[48] On December 20, 2019, ViacomCBS agreed to acquire a 49% minority stake in film studio Miramax from beIN Media Group for $379 million. As part of the purchase, Paramount Pictures reached a long-term deal for exclusive distribution rights to its library, and first-look agreements to co-develop new film and television projects based on Miramax-owned properties.[49]

On March 2, 2020, executive vice president Dana McClintock announced that he would depart the company after 27 years in CBS Communications.[50] On March 4, the company announced plans to potentially sell its Simon & Schuster publishing unit, with Bakish arguing that it lacked a "significant connection for our broader business."[51]

On June 19, 2020, Jaime Ondarza, formerly the senior vice president of Turner Broadcasting South Europe and Africa, became the new head of ViacomCBS Networks International for France, Spain, Portugal, Italy, the Middle East, Greece, and Turkey.[52]

On August 4, 2020, ViacomCBS announced that the company's connected video advertising platform, EyeQ, is set to launch in fall 2020.[53]

On September 14, 2020, ViacomCBS announced an agreement to sell the CBSi-owned CNET Media Group to Red Ventures for $500 million. The deal included the eponymous CNET tech site, as well as ZDNet, GameSpot, the TV Guide digital assets, Metacritic, and Chowhound.[54][55] The deal closed on October 30, 2020.[56]

On November 17, 2020, various news outlets reported that companies such as Vivendi, Bertelsmann's Penguin Random House and News Corp's HarperCollins had considered acquiring Simon & Schuster for as much as $1.7 billion. ViacomCBS had expected the bids to be placed before November 26.[57] On November 25, 2020, Penguin Random House agreed to purchase Simon & Schuster for $2.175 billion;[58] however, the deal was blocked two years later by U.S. federal judge Florence Y. Pan.[59] On August 16, 2021, ViacomCBS announced that they had agreed to sell the CBS Building to the real estate investment and management firm Harbor Group International for $760 million, leasing the space back under a short-term lease.[60] On September 28, 2021, ViacomCBS announced that they had agreed to partner with software and data firm VideoAmp.[61] On October 28, 2021, ViacomCBS announced that they had agreed to acquire a majority stake in the Spanish-language content producer TeleColombia & Estudios TeleMexico.[62] On November 30, 2021, ViacomCBS announced that they had agreed to sell the CBS Studio Center to Hackman Capital Partners and Square Mile Capital Management for $1.85 billion.[63]

On January 5, 2022, The Wall Street Journal reported that ViacomCBS and WarnerMedia (whose then-owner AT&T was selling it to Discovery to form Warner Bros. Discovery) were exploring a possible sale of either a majority stake or all of The CW, and that Nexstar Media Group was considered a leading bidder.[64] Reports indicated that ViacomCBS and WarnerMedia could include a contractual commitment that would require any new owner to buy new programming from those companies, allowing them to reap some continual revenue through the network.[65] Then-network president/CEO Mark Pedowitz confirmed talks of a potential sale in a memo to CW staffers, but added that "It's too early to speculate what might happen."[66][67]

Rebranding

On February 15, 2022, during a presentation to investors, ViacomCBS announced that it would change its name to Paramount Global beginning the following day; in a memo to staff announcing the change, it was stated that the rebranding was intended to leverage the "iconic global name", and would "reflect who we are, what we aspire to be, and all that we stand for." The company primarily does business as simply "Paramount".[68] In May 2022, Berkshire Hathaway acquired a 15.4% stake in the company for $2.6 billion.[69][70]

Nexstar announced on August 15 that it would acquire a 75% majority share in The CW; the remaining 25% would be shared equally by Paramount and WBD.[71][72] As the deal did not require any regulatory approvals (unlike the "Big Four" networks, which includes CBS, The CW does not directly own any of its stations), Nexstar immediately took operational control of the network on the same day. The deal was closed on October 3, with CEO Mark Pedowitz stepping down and Dennis Miller taking Pedowitz's role as president of The CW.[73][74] Paramount's CBS News and Stations unit announced on May 5, 2023, that its eight CW stations would become independent on September 1, per the Nexstar buyout deal.[75] On August 7, Paramount announced that it had agreed to sell Simon & Schuster to private equity firm KKR for $1.6 billion in cash.[76] The sale was completed on October 30.[77]

Sale

On December 20, 2023, it was reported by Axios and The New York Times that David Zaslav, CEO of frequent business collaborator Warner Bros. Discovery, had met with Bob Bakish, and had discussed a possible merger. Spokespeople for the two companies stated that the talks were preliminary and may not result in a deal,[78][79] while Fox Business reported via internal sources that Zaslav "is not in deal mode".[80]

On January 10, 2024, National Amusements was reported to be considering a deal or merger regarding Paramount Global, with Skydance Media considering an all-cash bid for the earlier company.[81] On February 27, 2024, CNBC reported that WBD halted the merger talks with Paramount.[82] Following this, Apollo, Allen, RedBird and Skydance continued their bids for Paramount.[83]

On April 2, 2024, Paramount and National Amusements approached Skydance for an exclusive acquisition window agreement. Shari Redstone and David Ellison sought a three-way transaction between the companies.[84] On April 18, it was reported that Sony Pictures was interested in acquiring Paramount Global through a joint buyout with Apollo Global Management.[85][86]

On April 29, 2024, Bob Bakish stepped down from his role as President and CEO. He was replaced by an office of the CEO, led by Brian Robbins, George Cheeks, and Chris McCarthy.[87] The Los Angeles Times characterized this as an ouster by Redstone due to Bakish's reported opposition of the Skydance deal.[88] McCarthy was legally designated the company's "interim principal executive officer" in order to comply with SEC regulations stipulating that one person must conduct "the normal course of business".[89]

On May 2, Sony and Apollo submitted a non-binding offer to Paramount for a $26 billion all-cash offer, with terms unclear at that point.[90] Skydance's exclusive negotiation window ended on May 3, 2024 and was not renewed, although the company was still interested in buying Paramount. The following day, Paramount's board members met, considering a "go-shop" approach for other such offers; it was ultimately decided that they would begin negotiations regarding Sony and Apollo's offer while still holding non-exclusive talks with Skydance.[91] That same day, Berkshire Hathaway's Warren Buffett stated in an annual meeting that he had sold all of his shares in Paramount at a substantial loss.[92] By May 17, Sony and Apollo signed non-disclosure agreements allowing them to investigate Paramount's private financial information, further progressing their bid. However, at that time, the companies were reportedly backing away from their all-cash offer and were re-thinking their approach to a deal for the company's assets.[93][94]

In late May, Skydance would revise its offer to acquire National Amusements for $2 billion, which The Wall Street Journal reported an independent committee representing Paramount had ultimately recommended.[95] By June 3, Paramount and Skydance had agreed to terms of a merger, which stipulated that the earlier company's shareholders would receive $4.5 billion in cash, with the company taking $1.5 billion in debt reduction funds. A final deal was expected to be announced in the coming days.[96] However, at that point, Redstone's National Amusements had not formally approved the deal.[97] Redstone was reportedly displeased with the revised terms, considering a sale of her company to another bidder, with such names as writer and producer Steven Paul, businessman Edgar Bronfman Jr., Bain Capital, Patrón Tequila founder John Paul DeJoria and businessman Barry Diller in the running.[98][99] On June 11, National Amusements announced they had failed to reach an agreement with Skydance to acquire Paramount.[100]

By July 2, 2024, Skydance renegotiated the deal and reached a preliminary agreement to acquire National Amusements and merge with Paramount.[8] The terms of this deal stipulated that Redstone would receive a reduced consideration of $1.75 billion while Paramount would be given the same offer of $4.5 billion to its shareholders and $1.5 billion in debt reduction, which Redstone had earlier called off due to her reported unhappiness with the second offer's reduction in her payout compared to the initial one. The deal was referred by National Amusements to Paramount's special committee.[101] Also, Paramount reportedly entered talks for a sale of BET Networks to buyers led by the company's CEO Scott Mills for $1.6-$1.7 billion.[102]

On July 7, 2024, Paramount's board approved the deal to merge with Skydance.[103] Under the final deal, which has an enterprise value of $28 billion, Ellison would be appointed as Chairman and CEO of the "enhanced Paramount" and former NBCUniversal CEO Jeff Shell would become company president. Before finalization, Paramount Global would retain a 45-day window to shop for matching or superior offers from other bidders. Redstone will receive $2.4 billion for her share in National Amusements.[104] If Paramount were to find a better offer, Skydance would be entitled to a $400 million breakup fee payout from the company.[105] Skydance's executive team supported the potential sale of several Paramount assets which were deemed "not strategic" to their plans, including BET and others.[106]

Company units

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For a more comprehensive list, see list of assets owned by Paramount Global and list of libraries owned by Paramount Global.

Paramount Global comprises six major units:

Other assets owned by Paramount include Republic Pictures.[111] The company also has a 49% stake in Miramax and an undisclosed stake in FuboTV, which it acquired in 2020.[112]

Leadership

References

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External links

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