Paramount-Skydance Merger Deadline Extended 90 Days as FCC Approval Remains in Limbo

The closing deadline for Paramount Global and Skydance Media’s pending $8 billion merger has been automatically extended to July 6 as the Federal Communications Commission’s regulatory review of a required transfer of broadcast licenses remains ongoing.

Under the terms of the agreement outlined in an S4 prospectus filed with the U.S. Securities and Exchange Commission, the deal was initially expected to close by Monday. However, it is subject to two automatic 90-day extensions, which are triggered when “all of the conditions of the closing, except those relating to regulatory approvals, have been satisfied or waived.”

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 deal has already received approval from the U.S. Securities and Exchange Commission as well as the European Commission. The FCC typically aims to review applications within 180 days, though the timeline is informal and can be paused if necessary. The deal is currently on day 143, per the FCC’s tracker on its website.

The transaction’s delayed closing comes as several parties have challenged the deal in petitions filed with the FCC.

FCC chairman Brendan Carr has previously said a “news distortion” complaint from The Center for American Rights against CBS’ “60 Minutes” interview with former Vice President Kamala Harris would “likely arise” in his review of the Skydance transaction.

The agency has since held meetings with the conservative-leaning “public interest” law firm, as well as Hollywood’s Teamsters union and Project Rise Partners, which has made an alternative $13.5 billion offer for Paramount, to discuss their concerns with the Skydance deal.

Separately, the FCC has launched its own investigation into the interview, which has become the subject of a $20 billion lawsuit from President Donald Trump. Paramount and CBS have since moved to dismiss the suit, calling it “an affront to the First Amendment.” The company is also in talks with Trump about a potential settlement, with the two parties reportedly agreeing to a mediator. Any mediation in the litigation must be completed by Dec. 20, per the Texas federal court hearing the case.

Carr also threatened to block mergers and acquisitions by any company who embraces diversity, equity and inclusion policies, which Paramount has since rolled back in order to comply with an executive order from the Trump administration.

Additionally, Paramount shareholders including Mario Gabelli and the Employees Retirement System of Rhode Island have gone to the Delaware Court of Chancery to request documents related to the deal as they investigate whether it prioritizes Paramount controlling shareholder Shari Redstone at the expense of the media giant’s other investors. Some class B shareholders have also sent demand letters related to alleged omissions in New Paramount’s registration statement.

The deal also faces one class-action lawsuit from a group of New York City pension funds, who allege the Paramount board breached its fiduciary duty by not considering Project Rise Partners’ bid, and a proposed class-action lawsuit from Paramount shareholder Scott Baker, who argues the Skydance deal could cost shareholders $1.65 billion in damages. 

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