Investment group Project Rise Partners, which has been trying to mount an effort to swoop in to buy Paramount Global and derail Skydance Media‘s deal for the media company, has responded to Skydance allegations that PRP “fraudulently misrepresented” its financing and adviser partnerships.
In January, Project Rise Partners submitted a letter to Paramount’s board with an offer it claimed was valued at $13.5 billion — and which PRP said was superior to the $8 billion bid from Skydance and RedBird Capital Partners (and backed by Oracle founder Larry Ellison, father of Skydance CEO David Ellison). According to PRP, its offer for Paramount Global is $8.8 billion, plus $5 billion “for restructuring of debt, if needed to ensure Paramount’s financial stability.” The special committee established by the Paramount board to evaluate M&A overtures rejected Project Rise’s proposal, saying the go-shop window for considering competing bids had closed. Last month, lawyers for New York City pension funds filed a lawsuit in the Delaware Court of Chancery seeking to block the Skydance-Paramount transaction, alleging the Paramount board (specifically, controlling shareholder Shari Redstone) failed to get the maximum value from a sale for other Paramount investors by refusing to consider Project Rise’s rival bid.
Last week, lawyers for Skydance sent a letter to the attorneys for PRP saying “we have recently uncovered overwhelming evidence indicating that Project Rise Partners (‘PRP’) fraudulently misrepresented itself in connection with the bidding process for Paramount Global (‘Paramount’) and in the Delaware Litigation.” The Skydance lawyers made the same claims in a subsequent filing with the Delaware court.
According to Skydance’s filings, Project Rise’s 2024 bid letter for Paramount listed among its financial partners Acquarian Holdings, which is a RedBird portfolio company “that obviously would not (and did not offer to) finance a competing bid.” In addition, the Skydance lawyers wrote, “Project Rise has also falsely claimed that Blackstone is an investor and Goldman Sachs is its financial adviser.”
PRP attorneys said in a filing Monday (March 17) with the Delaware court that Skydance had spent “an inordinate amount of time casting assorted aspersions on PRP that are either unfounded or red herrings.” According to Project Rise Partners’ lawyers, Aquarian, Blackstone and Goldman Sachs were included in PRP’s preliminary September 2024 term sheet that the consortium had “rushed” to submit based on tentative commitments that it would have “fleshed out in due diligence,” according to the filing, as reported by Bloomberg Law. According to PRP’s filing, Blackstone was a “potential investor” and that Goldman had indicated it would be a financial adviser if the PRP bid moved forward. Meanwhile, according to Project Rise Partners, Aquarian had “verbally committed to make a $4 billion investment upon the execution of a deal” but that “there simply was no deal” at the time.
“PRP is real, has real money backing up its $13.5 billion offer to acquire Paramount, and has real expertise,” Project Rise Partners said in a March 14 statement.
PRP claims that “Skydance cherry-picked excerpts from annexes to PRP’s initial proposed term sheet, presented more than six months ago. Paramount provided PRP no opportunity to interact with the special committee in any way, let alone to explain details in the proposed term sheet. Instead of letting PRP clear up any apparent confusion, Skydance accused PRP of ‘fraud’ and of having ‘make believe’ advisers.” Skydance’s accusations are “out of context, flat out wrong, and appear designed to cause serious damage to PRP by scaring away its investors,” according to Project Rise Partners.
A spokesperson for Skydance declined to comment.
Daphna Edwards Ziman, who is co-chair of PRP, said in a statement issued last Friday, “Skydance wants to change the subject from the fact that its transaction with Paramount is facing warranted scrutiny in the Delaware Chancery Court. Skydance should address the allegations made by the New York City pension funds in the Delaware proceeding.”
According to the Skydance lawyers, “Project Rise’s principals lack the experience and credibility to execute a transaction of this size.” The Skydance lawyers noted that Ziman previously served as president and CEO of Cinémoi, a pay-TV network that filed for Chapter 11 bankruptcy protection in August 2024, per the Skydance filing. According to Skydance, PRP’s “fraudulent” bid for Paramount was an attempt by Ziman to try to “save her failed business Cinémoi” and that she “fraudulently misrepresented the status of the bid to a federal bankruptcy court.” Project Rise’s other co-chair, Moses Gross, is identified as CEO of investment firm Malka Equities, “which is purportedly leading the charge on the capital raising efforts for Project Rise’s $10 billion bid,” according to Skydance’s letter. Malka Equities has 12 employees and “no history of financing public company transactions,” the filing said.
The Skydance-Paramount deal is still pending FCC approval, because it involves the transfer of FCC-issued licenses for CBS-owned local stations to a new owner.
Project Rise Partners, in a March 5 filing with the FCC, said there were “disturbing signals that Skydance has already become actively involved in Paramount’s management.” Project Rise cited a report that RedBird’s Jeff Shell (who is set to become president of the merged Skydance-Paramount) had applied “escalating pressure” on CBS News to settle a lawsuit filed by President Trump. Prior to the November election, Trump sued CBS News, alleging a “60 Minutes” interview with Kamala Harris was deceptively edited. Paramount and CBS last week moved to dismiss Trump’s suit as “an affront to the First Amendment.”
FCC Chairman Brendan Carr, whom Trump picked to run the agency, has said the allegations that CBS engaged in “news distortion” with respect to the “60 Minutes” Harris interview would be part of the review of the Skydance-Paramount deal. In an FCC filing, CBS said that the “news distortion” complaint was specious and that it presumes the agency has authority to take action that would violate the broadcaster’s free-speech rights.
