Prominent money manager Mario Gabelli, one of Paramount Global’s largest shareholders, urged the Federal Communications Commission to halt its review of the transfer of broadcast licenses in the media giant’s $8 billion merger with Skydance.
Gabelli requested the delay so he can investigate “potential fiduciary and/or federal securities violations” against Paramount’s minority shareholders, according to a letter sent to the agency made public Tuesday.
His investment firm, Gabelli ValueOwns approximately 13% of Paramount’s Class A common stock – the second largest Class A shareholder after Shari Redstone and National Amusements – and approximately 900,000 Class B shares.
“Gabelli Value respectfully requests that the Commission postpone resolution of the application until Gabelli Value has completed its investigation and determined whether the Board of Directors of Paramount, NAI and/or Skydance Whether to initiate a suit for breach of fiduciary duty (or aiding and abetting). Delaware law and/or whether the transaction violates federal law. We are available to discuss this matter at your convenience.
Gabelli filed the request with the FCC on November 8 – four days after Paramount released a 699-page S-4 prospectus with the Securities and Exchange Commission about the Skydance deal, which would give control of assets including CBS to the independent studio. Will hand over. Technical Successor by David Allison.
However, Gabelli’s letter to the FCC claims that Paramount’s “proxy statement does not provide adequate disclosures regarding the process leading to board approval of the merger or the fairness of the merger consideration.”
“Importantly, it does not provide stakeholders with sufficient information to determine whether shareholders should be paid. [Shari Redstone’s] NAI for its controlling stake in the company.”
Skydance and Paramount declined to comment.
Redstone, the daughter of the late media tycoon Sumner Redstone, is expected to get a windfall of about $2 billion for her controlling stake in Paramount.
After filing his request for more details last week, Gabelli told TheWrap: “I want my customers to have the option to continue owning voting shares. Why should they be thrown out?”
“Secondly, are they worried that I’ll find a whole bunch of numbers that will indicate they should get more money because the other guy got more money? I don’t know,” he said.
The complex deal involves Paramount buying the smaller Skydance and then merging with the company.
Class B commons can then sell some paramount stock For $15, a premium from their current price of $11.45
Controlling Class A shareholders get $23 or the chance to convert their shares into Class B common The Post had previously reported.
The deal – which does not require a shareholder vote – is expected to close in the first half of 2025.
