Skydance Media is fiercely defending its $8 billion merger with Paramount Global, accusing a rival bidder, Project Rise Partners (PRP), of attempting to “hijack” the regulatory review process and derail the deal with what it calls a fraudulent and untimely counteroffer. In a letter filed with the Federal Communications Commission (FCC) and spotted by Deadline, which is currently reviewing the transaction, Skydance’s legal team slammed PRP’s efforts, arguing that the investment group’s bid—submitted after the 45-day “go-shop” period expired last summer—lacks legitimacy and threatens a binding contract already in place. This all comes as Paramount and Skydance push to finish their merger.
“Project Rise is seeking to hijack this Commission proceeding to buy time for litigation to proceed in the Delaware Court of Chancery, in an effort to force Paramount’s Board to consider Project Rise’s belated—and unserious—bid to acquire the company,” Skydance’s attorneys wrote. They emphasized that PRP’s objections are baseless, untimely, and unsupported by facts or legal standing. The merger, backed by David Ellison’s Skydance and partners like RedBird Capital, aims to bolster Paramount with fresh capital and creative talent, a plan Skydance says PRP’s “unfunded and unrealistic proposal” can’t match.
The drama escalated with a separate letter to opposing counsel in a Delaware shareholder lawsuit, where Skydance claimed to have uncovered “overwhelming evidence” of fraud by PRP. The company alleges PRP misrepresented its financial backing, pointing to a letter from Goldman Sachs denying it is advising PRP—contradicting earlier claims. Skydance also highlighted PRP’s leadership, noting co-chair Daphna Edwards Ziman’s Cinémoi filed for bankruptcy in 2023, and co-chair Moses Gross lacks experience in major public company deals. The letter even suggests ties to Edgar Bronfman Jr., a former bidder who withdrew his offer during the “go-shop” phase, raising questions about PRP’s credibility.
The merger faces additional hurdles. A Delaware judge recently declined to block the deal but fast-tracked a lawsuit from New York City pension funds, who argue PRP’s $13.5 billion all-cash offer—$5 billion more than Skydance’s—deserves consideration. Meanwhile, President Donald Trump’s $20 billion lawsuit against CBS News over a Kamala Harris interview, coupled with FCC Chair Brendan Carr’s scrutiny of alleged “news distortion,” has cast a political shadow over the FCC’s review. Paramount remains optimistic, targeting a closure by June 2025, but the mounting legal and regulatory challenges signal a contentious road ahead.
For now, Skydance is doubling down, touting its “fully funded plan” against what it calls PRP’s hollow promises. As the battle unfolds, the stakes for Paramount’s future—and its iconic brands—have never been higher.
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