View:
December 4, 2024
Naveen Chopra
President and Chief Financial Officer
New Pluto Global, Inc.
c/o Paramount Global
1515 Broadway
New York, New York 10036
Re: New Pluto Global, Inc.
Registration Statement on Form S-4
Filed November 4, 2024
File No. 333-282985
Dear Naveen Chopra:
We have reviewed your registration statement and have the following
comments.
Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4
Cover Page
1. Here, in the Questions and Answers section, and Summary section, revise
as
appropriate to highlight that the holders of the New Paramount Class A
shares will be
entitled to one vote and that the holders of the New Paramount Class B
shares will
have no voting rights. In addition, revise your risk factor disclosure
to address the
risks associated with a dual class capital structure and management's
voting control of
the company and that a dual-class structure may render your shares
ineligible for
inclusion in certain stock market indices, and thus adversely affect
share price and
liquidity, and may adversely affect public sentiment.
December 4, 2024
Page 2
2. We note that "Entities controlled by the Ellison family will hold
approximately 77.5%
of the New Paramount Class A common stock indirectly through their
collective
approximate 77.5% ownership interest in NAI." Expand your discussion to
highlight
that you intend to rely on the controlled company exemption under the
Nasdaq
corporate governance standards.
Questions and Answers about the Transactions
Q: Why did the Paramount Board form a special committee of independent
directors?, page 9
3. We note your disclosure about how the interests of the directors and
officers of
Paramount in the transactions may differ from the interests of Paramount
shareholders. Please expand your disclosure here and in your risk
factors to
summarize the interests, how those interest may differ from
shareholders, and identify
any resulting risks.
The Transactions, page 26
4. Please revise your corporate structure chart to reflect the ownership
and aggregate
voting rights held for each of the entities listed, as applicable.
Please also indicate the
percentages held by the Ellison and Redstone families.
Risk Factors
Risks Relating to New Paramount After Completion of the Transactions, page 67
5. We note that this transaction would constitute the initial public
offering of the
combined company s equity securities. As such, please add a risk
factor highlighting
the risks of going public through a merger rather than an underwritten
offering. These
risks may include the absence of due diligence conducted by an
underwriter that
would be subject to liability for any material misstatements or
omissions in a
registration statement.
Background of the Transactions
Certain Unaudited Prospective Financial Information, page 150
6. With respect to the Paramount and Skydance prospective financial
information, revise
to disclose and quantify each material assumption underlying the
projections. Clearly
describe the basis for projecting this growth and the factors or
contingencies that
would affect such growth ultimately materializing.
Accounting Treatment for the Transactions and Related Pro Forma Adjustments,
page 166
7. Please clarify your disclosure and explain to us the basis for your
conclusion that at
the time of the merger, both Skydance and Paramount will be under common
control.
Please identify for us the members of the Ellison family and explain the
family
relationships. Also, with respect to each family member, indicate their
respective
ownership interests in both Skydance and NAI. If applicable, disclose if
control rests
with immediate family members or if there is contemporaneous written
evidence of an
agreement to vote a majority of the entities' shares in concert exists.
December 4, 2024
Page 3
Key Performance Indicators/Non-GAAP Measures, page 223
8. In regard to Adjusted OBIDA and Adjusted EBITDA, please explain, in
quantitative
detail, what is included in Transaction costs.
New Paramount Unaudited Pro Form Condensed Combined Financial Statements, page
237
9. Based on disclosure on page 6, we note that Transactions "means,
collectively, the
Mergers, the Blocker Contribution and Exchange, the PIPE Transaction and
the other
transactions contemplated by the Transaction Agreement (other than the
NAI
Transaction)." Please clarify how each of these transactions are
reflected in your pro
forma financial statements.
10. We note as part of the Transaction Agreement, the Skydance Membership
Units will
be converted into New Paramount Class B common shares. Please clarify if
this
includes the units held by the Ellison family and if so, disclose the
number of New
Paramount Class B common shares that will be held by them.
11. Please disclose on page 243 and elsewhere, as applicable, when the
Ellison family
obtained control of Skydance and clarify whether the historic financial
statements of
Skydance reflect the Ellison family cost basis.
12. Regarding adjustments 3 and 5 you are assuming "all eligible holders of
Paramount
Class A common stock will elect to receive the Class A Cash Consideration
and
holders of Paramount Class B common stock make cash elections with
respect to a
number of shares of Paramount Class B common stock that is in the
aggregate equal
to at least the Maximum Class B Cash Share Number." Tell us how you
considered
disclosing a range in accordance with Rule 11-02(a)(10) of Regulation S-X
and revise
accordingly.
13. With regard to footnote (f) on page 248, tell us why you believe it is
appropriate to
assume "that the value of NAI's net assets other than Paramount common
stock is
equal to the value of NAI debt."
14. We refer to footnote 3(a) and that the fair value of property and
equipment increases
by $1,059 million yet depreciation and amortization expense is being
reduced by $10
million and $22 million for the six months ended June 30, 2024 and year
ended
December 31, 2023. Please expand your disclosure to quantitatively
explain the
expense adjustment. Disclose if useful lives estimates are changing and
the basis for
the change.
15. Please expand footnote 3(i) to explain how Paramount's noncontrolling
interests at fair
value was determined.
16. We note the disclosure in footnotes (5f) and (5g) on page 255. Please
clarify how you
are accounting for the acquisition of the non-controlling interest in
Skydance and
advise us.
17. Please present footnote 5(i) in a tabular format showing details of the
421.6 million
share adjustment.
18. Please show the details of adjustments 6(a) to 6(f) in a tabular format
that reconciles
to the adjustments in the unaudited pro forma financial statements.
December 4, 2024
Page 4
19. Regarding adjustment 6(b), please provide more detailed information
regarding the
estimated transaction-related bonuses for Skydance and Paramount.
Describe how you
came up with the estimate and who will receive the bonuses.
20. Please reconcile adjustments 7 in the unaudited pro forma financial
statements to the
footnote description of footnote 7 on page 256. If amounts have been
combined, show
the detail in a tabular format.
Skydance Media, LLC
Notes to Condensed Consolidated Financial Statements
8. Related-Party Transactions, page F-15
21. Please expand your disclosure on page F-15 and F-33 to discuss all
related party
information in accordance with ASC 850-10-50.
10. Profits and Interests, page F-15
22. Please disclose detailed information about the Phantom Units in
accordance with ASC
710-10-50. Explain to us how they were considered in your pro forma
financial
statements.
11. Equity, page F-16
23. Please disclose more detail about the Second Amended and Restated
agreement of
Skydance Sports, LLP dated April 6, 2023. Disclose if the transactions
contemplated in this filing can trigger rights noted in the agreement.
9. Commitments and Contingencies, page F-33
24. With regard to your film commitments, please disclose the value of your
unconditional purchase obligations that have not been recognized on the
balance
sheet, unless the aggregate commitment for all such obligations is
immaterial. We
refer to guidance in ASC 440-10-50. Disclose this information for all
periods
presented.
General
25. Please update your financial statements for the nine months ended
September 30,
2024.
26. We note that other than the specified NAI stockholders, existing
Paramount Class A
common stock holders will have the option to convert their shares into
$23.00 cash
consideration or 1.5333 shares of New Paramount Class B common stock
with no
voting rights. In an appropriate location, please revise to discuss the
current voting
rights of holders of Paramount Class A common stock and to quantify the
number of
shares of the Paramount Class A common stock that will be converted to
cash or
nonvoting New Paramount Class B common stock at the completion of the
offering,
and the impact on the capital structure and overall voting control of
the company
before and after the transaction.
December 4, 2024
Page 5
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related
matters. Please contact Alexandra Barone at 202-551-8816 or Matthew Derby at
202-551-
3334 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Hui Lin, Esq.