Celebrity money manager Mario Gabelli, one of the largest shareholders in Paramount Global, asked the Federal Communications Commission to stop reviewing the transfer of broadcast licenses in the media giant’s $8 billion merger with Skydance.
Gabelli asked for the delay so he could investigate “potential fiduciary and/or federal securities violations” against Paramount’s minority shareholders, according to a letter he sent to the agency made public Tuesday.
His investment firm, Gabelli Value, owns approximately 13% of Paramount’s Class A common stock — the second-largest Class A shareholder behind Shari Redstone and National Amusements — and approximately 900,000 Class B shares.
“Gabelli Value respectfully requests that the Commission postpone disposition of the application until Gabelli Value has completed its investigation and decided whether to initiate litigation against the board of directors of Paramount, NAI and/or Skydance for breach of fiduciary duty (or aid and abet) under Delaware Law and/or if the transaction violates federal law. We are available to discuss this matter at your convenience,” the letter said.
Gabelli filed the request with the FCC on Nov. 8 — four days after Paramount filed a 699-page S-4 prospectus with the Securities and Exchange Commission about the Skydance deal, which would hand over control of assets that include CBS to independent studio owned. by tech heir David Ellison.
However, Gabelli’s letter to the FCC claims that “Paramount’s proxy statement does not provide adequate disclosure regarding the process leading to the board’s approval of the merger or the fairness of the merger review.”
“Importantly, it does not provide stakeholders with the appropriate information to determine whether the consideration that should be given to shareholders is being diverted to [Shari Redstone’s] NAI for its controlling shares in the Company.”
Skydance and Paramount declined to comment.
Redstone, the daughter of the late media magnate Sumner Redstone, is expected to walk away with a windfall of nearly $2 billion for her controlling stake in Paramount.
After submitting his request for more details last week, Gabelli told TheWrap: “I want my clients to have the opportunity to continue to own voting shares. Why should they be taken out?”
“Secondly, are they worried that I’m going to come up with a bunch of numbers that show 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 shares of Paramount for $15, a premium to their current price of $11.45
Class A controlling shareholders receive $23 or a chance to convert their shares into Class B common stock, The Post previously reported.
The deal – which does not require a shareholder vote – is expected to close in the first half of 2025.
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