How famed money manager Mario Gabelli is trying to set things right with the Paramount-Skydance merger

Paramount has been mostly out of the news lately,  but that doesn’t mean nothing is going on behind the scenes in its messy, years-long attempt to sell itself before settling on a merger with Skydance Media.

As is already known, Paramount owner Shari Redstone extracted a significant, nearly $2 billion payday before agreeing to a deal with the independent studio led by David Ellison, producer of “Top Gun: Maverick” and son of Oracle ­co-founder Larry Ellison.

What’s less known is the level of anger the complex deal created among other shareholders who feel they got stiffed in the process. Generational wealth was transferred to the ruling Redstone family. Other shareholders got, on a relative basis, pennies on the dollar.

One of the largest shareholders, the famed and famously cantankerous money manager Mario Gabelli, tells me his reps are taking what appear to be definitive steps to set things right.

They’ve been meeting with major law firms for what can best be described as early-stage talks to sue the newly combined company and extract a big payday for his clients.

Most own the same controlling “Class A” shares as Redstone, but many also own the “Class B” or non-voting common stock. All of them, he fears, are being treated like roadkill as a result of the deal valued at around $28 billion for Paramount, one of the world’s most storied ­media franchises.

Gabelli is no fool; he’s been managing money successfully longer than the 41-year-old David Ellison has been alive. He’s one of the last of the great value investors who does deep-dive research into companies to extract the highest possible return for his clients.

He’s been eyeing a payout from his Paramount investment ever since the speculation began at least two years ago that Shari needed to sell her “controlling” stake in the media company created by her late father, Sumner Redstone, to preserve some the family’s affluence that’s been slowly evaporating amid the implosion of the traditional media business.

Agitating wait

“We’re sick of waiting . . . we can’t wait any longer,” he tells me, growing agitated as we speak. “I’m talking to law firms but one problem is finding one that isn’t conflicted because so many do work for Paramount.”

I’ve known Mario for a long time, and an agitated Gabelli isn’t something that Skydance needs as it tries to save what was a dying media empire that includes Paramount studios, CBS and MTV.

Paramount Global, which won’t be in Skydance’s hands officially until sometime next year, has been dragging its feet on disclosure (particularly concerning Shari’s entire payout), other than providing the very rudimentary deal terms, ­Gabelli says.

Does that mean he’s definitely ­suing?

Gabelli is keeping those cards close. His firm has filed something called a “220” notice with the courts to get the Shari information. At least one shareholder suit has been filed without doing the 220 dance.

By going the 220 route instead of just filing, he believes that will give him standing protection from an immediate dismissal.

The Delaware Court of Chancery, where disputes like this get litigated, would frown on a filing without going through the disclosure process. He’s also angling for a role as being named by the court the lead shareholder plaintiff.

Skydance will tell you the deal isn’t as one-sided as Gabelli suggests. Over the course of the past five years, as cord-cutting and movie attendance has waned, Paramount has become a near also-ran.

Its foray into streaming was a costly mess. Its stock lost tens of billions in market value. The company is barely profitable, and only as it slashes costs and headcount.

That’s why this exhaustive deal, one that was on-again off-again for months, had rival bidders dropping out and isn’t quite over yet.

True, there weren’t a lot of real bidders (which should tell you something about the media business) except Ellison, who had the bucks to satisfy Shari’s money demands — the nearly $2 billion plus other perks — and capital to try to fix what was a significantly decaying asset.

Being the son of Larry Ellison, one of the world’s richest men, gives you that luxury.

And his people remind me, they are paying real money for this thing.
David Ellison and his partners at RedBird Capital argue, and I believe persuasively, they’ve done a lot over the course of the long negotiations to make people like Gabelli happy.

Tough media landscape

The Class B commons can sell some Paramount stock tumbles after Edgar Bronfman Jr.’s surprise exit from bidding warfor $15, which is a premium to their current price of around $10.

The controlling Class A shareholders get $23 or a chance to convert their shares into Class B common. All shareholders have the opportunity to participate in the upside as Skydance dumps money into the new, improved company.

Media analyst Rich Greenfield of Lightshed Ventures, who has been covering the Paramount deal saga from the start, makes the point that in addition to the improved terms, shareholders like Gabelli need to consider the media landscape, which includes the shaky businesses and floundering share prices of Disney and Warner Bros. Discovery.

“Without this transaction, Paramount would be a $5 stock, so good luck with suing,” Greenfield said in an interview. “When you consider the alternative, and how negative investors are on this sector, this seems like a winner for investors.”