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When David Ellison’s Skydance approached Paramount last fall, the issue was how and when (not if) Shari Redstone would marry. Paramount and Skydance were working together. He valued the studio and its crown jewel, an outdoor lot, and planned to keep the company together. He offered her a nice wad of cash for her stake in National Amusements.

They talked and talked and talked. Potential suitor Warner Bros Discovery disappeared, as did Byron Allen, who actually made the company an offer. Par and Skydance began an exclusive negotiation phase for the month of April. When the embargo ended without an agreement, doubts arose. Sony intervened in the negotiations. But the two sides continued to talk intensively until last weekend.

But Redstone, whose family holding company NAI controls about 80% of Skydance, always had the final say, and the final word was no. She waved goodbye when National Amusements noted that the two sides were unable to reach “mutually acceptable terms.” The stock fell today on the news.

There are a number of reasons why the deal fell through, depending on who’s talking. Deadline learns that all the economic terms of the deal were set, but other points were not, such as obtaining approval from a “majority of the minority” of shareholders not named Redstone. Redstone wanted to; Ellison, not surprisingly, did not.

“I wouldn’t have done it either if I were him,” said one Wall Street man. “You probably would have voted no.”

Deadline has learned that Paramount may have found Skydance’s finances inadequate and its valuation too high. The deal called for Skydance to pay Redstone $2.25 billion for NAI and then merge with Paramount, giving Skydance a value of $4.75 billion.

Another important point: We heard that during the regulatory process, both sides were unable to agree on how Skydance would run the company.

There has been speculation that Redstone is having a hard time giving up her status as a mogul; or her family business; or that she wanted more for her share; or that she may just not have liked Ellison, although it initially felt that they were somewhat likable. Going forward, Skydance does not have any sort of financing deal for the Melrose property, but it did have the right to step in and develop such feature IPs as the Mission: Impossible, Top Gun And Star Trek Movies.

Redstone will now probably wait and see and pursue deals that pay them but don’t involve a merger – cleaner and simpler. Edgar Bronfman Jr. is considering an offer with Bain behind him, as is producer Steven Paul with some financially strong partners.

But it could also not do anything immediately, choosing instead to deleverage, increase the value of the company and try to sell it at a later date. It could also try with the new CEO troika of Brian Robbins, George Cheeks and Chris McCarthy, who have the confidence that they will do what former Paramount Global CEO Bob Bakish did not: sell assets like BET and Showtime.

At the annual shareholder meeting last week, Robbins, Cheeks and McCarthy laid out a plan to divest non-core assets, unlock value from content and potentially find a joint venture partner for the Paramount+ streaming service. As unorthodox as three bosses may seem, they are experienced executives and Redstone seems to want to keep them in place for now.

Sony is currently exploring a possible deal, but we’ve heard it doesn’t look promising given the regulatory hurdles that come with a Japanese company taking a stake in a U.S. broadcaster.

There was a sigh of relief at Paramount Global today. Jeff Shell would succeed Skydance and lead the merged company under Ellison. Department heads and other executives would also be laid off.

Investors were disappointed today, sending the stock down about 8% at the close and another 1% afterward. They weren’t thrilled with the Ellison deal, but aren’t sure what will happen next.

“Any plan and any potential buyer of Paramount will have to deal with a company whose asset mix in many ways makes it difficult to navigate the changing winds of the media world,” said MoffettNathanson analyst Robert Fishman.

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