Group of Investors led by Ellison Family RedBird Capital Partners LLC entered into a definitive agreement to acquire an unknown stake in Paramount Global (NasdaqGS:PARA) for $4.5 billion on July 7, 2024. National Amusements, Inc. (NAI) holds approximately 77.4% of the Paramount Class A shares, has delivered a written consent approving the transaction. Investors Group will offer Offer Class A stockholders other than NAI an election to receive in the merger $23 cash per share or 1.5333 shares of Class B stock of New Paramount; Offer Class B stockholders other than NAI an election to receive in the merger $15 cash per share or one share of Class B stock of New Paramount, subject to proration if Class B elections exceed $4.3 billion in the aggregate (approximately 48% of the non-NAI float as of the date of this release); and will invest $1.5 billion of primary capital to be added to Paramount?s balance sheet. Post transaction close, Investor Group will own 100% of New Paramount Class A Shares and 69% of outstanding Class B shares, or approximately 70% of the pro forma shares outstanding. In a related transaction, NAI and its owners have entered into a definitive agreement to sell NAI to Investors Group for for $2.4 billion on a cash-free, debt-free basis. In another seprate transaction, Skydance will merge with Paramount in an all-stock transaction, valuing Skydance at $4.75 billion; Skydance equity holders will receive 317 million Class B Shares valued at $15 per share. Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Following the close of the transaction and the growth equity investment and assuming full participation in the cash election by Class B stockholders, Class B stockholders will own approximately 30% of the outstanding equity of New Paramount and Skydance IG will own approximately 70% of the outstanding equity of New Paramount. When the transaction closes, David Ellison will become Chairman and Chief Executive Officer. Jeff Shell, Chairman of RedBird Sports & Media and former CEO of NBCUniversal, will be President. The definitive Transaction Agreement includes a 45-day go-shop period during which the Special Committee of Paramount?s Board of Directors, with the assistance of its financial advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals.

The consummation of the transaction is not subject to any financing condition. Completion of this transaction is subject to regulatory approvals and other customary closing conditions. Agreement has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee. NAI, which holds approximately 77% of the Paramount Class A shares, has delivered a written consent approving the transaction. On January 2, 2024, the Board of Directors of Paramount formed a Special Committee of independent directors to evaluate strategic alternatives, including third party proposals. The Special Committee reviewed, negotiated, unanimously approved and recommended the Skydance transaction for approval by the Board. Following formal approval by the Board, the Transaction Agreement was signed. The transaction is anticipated to close in the first half of 2025.

RedBird Advisors, BofA Securities, Inc., Moelis & Company LLC and The Raine Group serve as financial advisors and Latham & Watkins LLP serves as legal counsel to the Investor Group. Sullivan & Cromwell LLP serves as legal counsel to RedBird Capital Partners. Centerview Partners LLC serves as financial advisor to the Paramount Special Committee and Cravath, Swaine & Moore LLP serves as legal counsel. Rothschild & Co serves as financial advisor to Paramount Global and Simpson Thacher & Bartlett LLP serves as legal counsel.