Latest news with #ProjectFishbowl
Business Wire
3 days ago
- Business
- Business Wire
GAMCO's Project Fishbowl Enters Next Phase
GREENWICH, Conn.--(BUSINESS WIRE)--On behalf of shareholders of Gabelli Value 25 Fund and its affiliates ('GAMCO'), and the approximately 750 separately managed GAMCO advisory clients who held Paramount Global ('Paramount') Class A shares prior to Paramount's August 7, 2025 merger with Skydance Corporation ('Skydance'), GAMCO today filed a class action in Delaware Chancery Court. The class action seeks damages for the unfair and inequitable merger consideration that National Amusements, Inc. ('NAI') and its affiliates received versus the consideration received by Class A shareholders other than NAI. GAMCO has been pursuing 'Project Fishbowl' since Skydance and Paramount announced the transaction last July. GAMCO initially began Project Fishbowl with a books and records request to Paramount under Delaware's General Corporation law. Paramount produced thousands of documents that did not provide the transparency GAMCO needed to assess the fairness of the transaction to all Class A shareholders. Based on public documents and the disclosures that the Paramount special committee produced confirming that the special committee assigned no value to the non-Paramount assets of NAI, it appears that NAI received in excess of $60/share for its Class A shares while GAMCO and other similarly situated shareholders received a mere $23/share. Christopher Marangi, Co-CIO Value, GAMCO Investors, Inc. (OTCQX: GAMI), said, 'GAMCO has an obligation to pursue this case on behalf of its clients. GAMCO voiced its concerns early in the process and asked at minimum for more transparency regarding what NAI was receiving for their identical Paramount voting shares. GAMCO also requested, as is customary in these types of control transactions, that the merger be put to a vote of the minority shareholders. These concerns were ignored and, lacking the ability to continue holding voting shares in the new Paramount entity, GAMCO was forced to redeem its shares for cash. We now look to the Courts to rectify the situation.' GAMCO looks forward to seeing Project Fishbowl through to conclusion for all Class A shareholders. GAMCO Investors, Inc., through its subsidiaries, manages assets of private advisory accounts (GAMCO), mutual funds and closed-end funds (Gabelli Funds, LLC) and is known for its Private Market Value with a Catalyst™ style of investment.
Business Insider
27-05-2025
- Business
- Business Insider
The Last Great (Non-Government) Paramount (NASDAQ:PARA) / Skydance Roadblock: Mario Gabelli
For everyone who has been keeping score at home, you know like I do that the merger between entertainment giant Paramount (PARA) and Skydance is far from a done deal. While Paramount still, at last report, believes that the merger can be completed before June ends, there were still some issues left. The Federal Communications Commission (FCC) has not yet signed off. A lawsuit between Paramount and President Donald Trump is still in place. Two smaller lawsuits from Rhode Island and New York City pension funds are in the way. Confident Investing Starts Here: And then, there is Mario Gabelli. Gabelli represents investors who, together, own around 12.5% of Paramount's class A voting shares. This makes Gabelli head of the second-largest bloc of class A shareholders next to Shari Redstone. And Gabelli has been objecting to the merger almost since its inception, but not much has been heard on that front recently. With that massive question mark in place, I went looking. I managed to find the contact information for Mr. Christopher Marangi, the co-CIO for GAMCO Investors, founded by Mario Gabelli himself. And over the course of several weeks, I managed to get Mr. Marangi to sit down for a few questions about the current state of the lawsuit, and just what was going on in relation to Mr. Gabelli's pursuit of Paramount. The Question and Answer Portion TipRanks: Back in July 2024, Mr. Gabelli brought in the lawsuit in Delaware's Chancery Court, seeking information to ensure investors got a worthwhile deal themselves. Paramount seemed concerned about that deal, to the point that reports noted that RedBird Capital's Gerry Cardinale was dispatched to speak to Mr. Gabelli personally about the matter. What was Mr. Gabelli hoping to find as a result of that case? Marangi: As you are aware, National Amusements chose to conduct the sale of Paramount through a two-step process. In Step 1, NAI would sell themselves (along with the controlling interest in Paramount) to Skydance and in Step 2, Skydance would merge with Paramount. As a practical matter, this had the effect of allowing Skydance/NAI to keep the price paid for NAI's Paramount stake confidential. In addition, the transaction was conducted without a shareholder vote which left GAMCO in the position of being forced to either take inferior stock (i.e. non-voting) in the merged company or cash that may have been deeply discounted from what NAI received. GAMCO launched what it has called Project Fishbowl to gather information about the deal struck between National Amusements (NAI) and Skydance/RedBird, including the price NAI had secured for its voting A shares. Delaware has a mechanism under Section 220 of Delaware Corporate Law that allows shareholders like GAMCO to review books and records of the Corporation including related to these negotiations. The matter eventually went before the Chancery because GAMCO was dissatisfied with the materials they were provided under Section 220. The Delaware Chancery Court issued a ruling regarding our 220 investigation saying that Gabelli 'has stated and proved a credible basis to suspect wrongdoing' by Paramount in its books and records action. TipRanks: As for the conversation between Mr. Gabelli and Gerry Cardinale, what topics did it cover? What actually came out of that conversation, if anything? Marangi: No comment. TipRanks: After that, in October 2024, reports from the New York Post noted that Mr. Gabelli was still taking meetings with lawyers in a bid to land 'a big payday for his clients.' But Mr. Gabelli also, the report noted, discovered that the lawyers in question were working for Paramount on one level or another. Has Mr. Gabelli managed to find a legal force that was sufficiently inclined to pursue Paramount, or is this still ongoing? Marangi: GAMCO, on behalf of our clients, had retained highly skilled counsel that has extensive experience in dealing with similar matters. TipRanks: In January 2025, a report from Bloomberg noted that Mr. Gabelli was looking for a set of files from Paramount, which were said to contain information on Shari Redstone's deal with Paramount / Skydance, and what she would specifically gain. Mr. Gabelli turned to a judge in said matter, as Paramount refused to hand over the files. A Quartz report from September 2024 revealed that Shari Redstone stood to make $530 million personally from the deal; has Mr. Gabelli's investigation found out anything contrary to that, or is that number accurate as it stands? Marangi: See response to question 1. The price NAI received for its voting A shares remains undisclosed though based on publicly available data we continue to suspect it was in excess of the $23 per share non-NAI shareholders are being offered for their A stock. TipRanks: After January 2025, information about Mr. Gabelli's pursuit of Paramount seems to have gone quiet. Where does his search stand today? Is there any hope of him preventing the Paramount / Skydance merger? Has he decided to abandon the pursuit altogether? Marangi: The merger remains subject to regulatory review. The 220 matter was before the Delaware Court in April. GAMCO has also notified the FCC regarding its objection to the merger without additional disclosure. It is unlikely GAMCO, or any shareholder for that matter, would be able to prevent the merger. GAMCO will continue to evaluate its options to protect the interests of the more than 700 of its clients who own Paramount stock. Overall? Not Much. And that is where we stand today. Though the answers were, perhaps, not as definitive as we would have hoped: further planned legal action or an attempt to derail the merger—even Mr. Marangi acknowledges the unlikeliness of preventing the Paramount / Skydance merger—all seem comparatively impossible to reach. But one thing is clear: at least now we know what the current state of affairs is. We also have a pretty good idea that any hope Paramount had of finishing the merger by July 4 is largely misplaced. There are simply too many outstanding issues as yet for this to conclude in the next two to six weeks. Is Paramount Stock a Good Buy Right Now? Turning to Wall Street, analysts have a Moderate Sell consensus rating on PARA stock based on two Buys, seven Holds and six Sells assigned in the past three months, as indicated by the graphic below. After a 0.33% loss in its share price over the past year, the average PARA price target of $11.92 per share implies 0.42% downside risk.
Yahoo
24-04-2025
- Business
- Yahoo
Paramount Shareholder Mario Gabelli Seeks ‘More Equitable Distribution' of Shari Redstone's Payout in Skydance Merger
Paramount shareholder Mario Gabelli says he will seek a 'more equitable distribution' of Shari Restone's payout in the $8 billion Skydance merger for the media giant's voting shareholders. Gabelli, who is the second largest Class A Paramount shareholder behind Redstone, believes that Paramount ascribed no value to any of National Amusement's assets other than its Paramount stock in the deal with David Ellison's studio, allowing her to receive 'significantly greater value' than the $23 per share offered to other Class A shareholders. He filed an initial books and records request last July, seeking to determine the exact value of Redstone and NAI's shares. He would later file a formal complaint under a Section 220 demand after telling the Delaware court that Paramount had refused to produce certain electronic documents, including communications, that were deemed 'critical' to his effort. Following a trial, a judge from the Delaware Court of Chancery determined earlier this month that Gabelli's Value 25 mutual fund 'stated and proved a credible basis to suspect wrongdoing,' but stopped short of ordering Paramount to provide any additional documents. As of Jan. 31, Paramount produced nearly 6,000 pages of records for Gabelli's initial request. As of March 19, he'd received nearly 10,000 of those documents, which included board and committee-level minutes and materials, director questionnaires and draft public filings. The production of documents remains ongoing. 'Justice Brandeis said it best: 'Sunlight is the best disinfectant,'' Gamco Investors co-chief investment officer Chris Marangi said in a statement on Wednesday. 'It has become clear that NAI directed the transaction to Skydance and in doing so secured additional compensation for their voting shares of Paramount that was not offered to other shareholders.' Gabelli's effort, dubbed Project Fishbowl, is being pursued on behalf of over 700 clients. A Paramount spokesperson declined to comment. Other Paramount shareholders who have called out the deal include The Employees Retirement System of Rhode Island, who the Delaware Court ordered the media giant to turn documents over to for a similar investigation into potential corporate wrongdoing, Scott Baker, who has filed a proposed class-action lawsuit arguing the Skydance deal could cost shareholders $1.65 billion in damages, as well as the California State Teachers' Retirement System (CalSTRS), which believes the damages could exceed that figure. In addition to the books and records request, Gabelli has asked the FCC to pause its review of the transfer of broadcast licenses in connection with the transaction as his firm conducts its investigation into 'potential fiduciary and/or federal securities violations.' The Skydance deal has faced additional objections from The Center for American Rights, and Fuse Media, which Skydance has asked the FCC to dismiss, as well as Project Rise Partners, which has made an alternative offer of $13.5 billion to acquire Paramount. Skydance has said the latter's bid is 'belated' and 'unserious' and contains 'overwhelming evidence of fraud.' Separately, President Donald Trump has called for CBS News' broadcast license to be revoked and is suing the network for $20 billion over a '60 Minutes' interview with former Vice President Kamala Harris. CBS and Trump are in settlement talks and have reportedly agreed to a mediator. The Skydance deal, which was initially set to close on April 7, has triggered its first automatic 90-day extension. If the deal is not closed by July 6, the deadline will be automatically pushed another 90 days to Oct. 4. After that, if the deal is still not closed, or if a regulator blocks the merger or one of the parties involved breaches the terms of the agreement, then Skydance and Paramount will have the option of terminating the deal. Exercising that option would leave Paramount on the hook to pay Skydance a $400 million breakup fee. The post Paramount Shareholder Mario Gabelli Seeks 'More Equitable Distribution' of Shari Redstone's Payout in Skydance Merger appeared first on TheWrap.
