Edgar Bronfman and investor group submit $4.3 billion rival bid for Paramount Global

(Reuters) - Veteran media executive Edgar Bronfman Jr. on Monday submitted a $4.3 billion bid to take over Paramount Global through the acquisition of National Amusements, which owns a controlling stake in Paramount, people familiar with the matter said.

The competing offer for the home of Paramount Pictures, the CBS broadcast network and MTV is a fresh twist in a sale process marked by a number of unexpected turns. It threatens to undo a planned acquisition by tech scion David Ellison and his firm, Skydance Media.

A Bronfman-led investor group of 19 entities offered $2.4 billion in debt and equity for National Amusements, matching the terms of Skydance's purchase agreement, Reuters has learned. 

The group also pledged $1.5 billion to Paramount's balance sheet, which would help the company pay off debt and bolster its credit rating. In return for that investment, the investor group would receive Class B shares as equity, at a price of $16 a share.

Bronfman is offering Paramount's Class A shareholders - other than the Redstone family - a choice of $24.53 a share in cash, a 7% premium to the Skydance deal, or the opportunity to exchange their shares for 1.5 Class B Paramount shares. 

The group did not offer to purchase the company's non-voting shares. That represents a significant difference from Paramount's agreement with Skydance, which has committed $4.3 billion to buy Class B shares for $15 cash per share of stock.

In total, Bronfman's investor group said it would be prepared to commit $5.5 billion to support the Paramount deal, according to one of the sources who is familiar with the matter.     

The investor group includes cryptocurrency entrepreneur Brock Pierce and Jeff Ubben, founder and managing partner of Inclusive Capital Partners, Reuters has learned. Another backer is Fortress Investment Group, whose major equity holder is Mubadala Capital, a subsidiary of an Abu Dhabi-based sovereign investor. Fortress, though, operates independently of Mubadala and makes autonomous investment decisions, according to a person familiar with its operations.

Bronfman, Pierce and Ubben did not respond to emails seeking comment.

Within two years of the transaction closing, Bronfman's group said it would eliminate the two classes of stock, which concentrates voting control with Class A shares.

Skydance and its deal partners reached an agreement last month to acquire Paramount in a complicated transaction, in which it would buy out the Redstone family's controlling stake in Paramount and subsequently merge into the larger publicly traded company.

That agreement contained a 45-day "go-shop period" that allowed Paramount to solicit and evaluate other offers. That period ends on Aug. 21, but can be extended. If Paramount chooses another suitor, it must pay Skydance a $400 million break-up fee.

The Bronfman-led group would cover the $400 million breakup fee, according to one person familiar with the bid.    

Bronfman has argued his offer is superior because it would eliminate the risks and costs associated with combining Paramount and Skydance, another source familiar with his rationale told Reuters. Paramount had previously agreed to purchase Skydance in an all-stock transaction that values Ellison's independent media company at $4.75 billion, the companies have said.

The Bronfman group assumes that it can achieve a 5% annual revenue growth rate by investing in the company's creative portfolio and producing content for its own outlets as well as for competitors. It pledged to improve efficiency by outsourcing technology for Paramount's streaming business, partnering with other services, and deploying technology such as AI. The group predicts this will help Paramount achieve about $3 billion in cost savings.

A special committee of Paramount's board is expected to meet Wednesday to determine whether Bronfman's offer has a reasonable probability of succeeding, the second person said. The board committee could extend the go-shop deadline to Sept. 5, to give it time to evaluate the competing offer.

The Wall Street Journal earlier reported Bronfman's bid.

Spokespeople for Paramount's board and Skydance declined to comment.     Two people familiar with the matter said Bronfman had explored buying National Amusements prior to Paramount reaching a deal with Skydance, but did not submit an offer.UBS Investment Bank, Perella Weinberg Partners and Rockefeller Capital Management advised Bronfman on the deal, people familiar with the matter told Reuters. Jonathan Miller, a media veteran and an advisor to Shari Redstone's Advancit Capital firm, assisted Bronfman with the deal.

(This story has been refiled to correct the spelling of 'committed' in paragraph 6)

(Reporting by Dawn Chmielewski in Los Angeles; additional reporting by Milana Vinn; Editing by Sayantani Ghosh, Aurora Ellis, Kim Coghill and Daniel Wallis)