Finally, at long last, the stark deal dynamics at Paramount Global can be distilled to their very essence. There are three choices facing the special committee of the company’s board of directors, or at least those directors who remain after the sudden mass resignation last week of Dawn Ostroff, Nicole Seligman, Frederick Terrell, and Rob Klieger. Notably, Klieger and Seligman are lawyers; Ostroff is a savvy media veteran; Terrell is a senior deal guy at Wells Fargo. Suffice it to say, this was not a good look and the latest sign we’ve encroached even farther into unchartered territory when it comes to Paramount. Anyway, there’s the David Ellison-RedBird-KKR deal. Then there’s the Apollo Global opportunistic option, and there’s door number three—an increasingly unattractive and possibly even untenable status quo alternative, a.k.a., do nothing. 

Based on my recent conversations, the multistep Ellison and Gerry Cardinale deal is the most creative—and, while certainly not riskless, the most potentially rewarding for the non-Redstone shareholders of the company. The first step requires the group to buy Shari Redstone’s family holding company, National Amusements Inc., for $2 billion, or thereabouts, giving Redstone a roughly 160 percent premium on her $730 million economic stake in Paramount Global, which she controls with 77 percent of the voting shares. In buying NAI, Ellison gets the control of Paramount that he wants, plus some 840 tired movie theater screens around the world that he probably doesn’t want and will somehow be managed out in future deals, if he can find buyers for them. It’ll be Shari’s responsibility to pay off the roughly $200 million of NAI bank debt and the $175 million payment-in-kind (PIK) preferred owed to her banker Byron Trott and his firm, BDT & MSD Partners.