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Warner Bros. Discovery Set To Reject Paramount's Latest Takeover Bid After Board Meets Next Week
Deadline· 2025-12-31 00:28
Core Viewpoint - Warner Bros. Discovery (WBD) is likely to reject Paramount's amended hostile takeover bid due to concerns about delays affecting its planned cable spinoff if the deal fails [1] Group 1: WBD's Strategic Moves - WBD has agreed to sell its studio and streaming assets to Netflix for a cash and stock transaction valued at $27.75 per share, with plans to create a standalone publicly traded linear television company called Discovery Global by Q3 of next year [2] - WBD's board is considering Paramount's revised offer, which includes a $40.4 billion personal financial guarantee from Larry Ellison and a breakup fee of $5.8 billion, but the base bid remains at $30 per share in cash [4][5] Group 2: Paramount's Position - Paramount, led by David Ellison, claims it has a clearer path to regulatory approval for its takeover bid, although investor sentiment suggests uncertainty about this [3] - Paramount's total equity value in the bid is $77.9 billion, with an enterprise value of $108.4 billion, including net debt and non-controlling interests [6] Group 3: Market Reactions and Future Considerations - Some WBD shareholders have publicly urged Paramount to enhance its offer, indicating a belief that a sweeter deal may be forthcoming [6] - Analysts suggest that if Paramount raises its bid, Netflix may respond, with some believing that Paramount's smaller size and greater need for the deal may lead to its eventual success [7]
Comcast Extends Mike Cavanagh's Contract, Grants $35M In Stock Awards As Exec Set To Become Co-CEO
Deadline· 2025-12-23 23:06
Group 1: Executive Appointment - Comcast has entered into a new employment agreement with Michael Cavanagh as co-CEO alongside Brian Roberts starting January 2, 2024, securing his employment through January 1, 2029 [1] - Cavanagh's annual base salary will be $2.75 million, with a performance-based cash bonus target of 300% of his base salary, and he received performance-based restricted stock units valued at approximately $35 million [2] Group 2: Versant Media Spin-off - Comcast officially spins off Versant Media Group into a standalone public company, set to begin trading on Nasdaq under the symbol VSNT on January 5, 2024, which includes NBCU cable networks (excluding Bravo) and digital assets like Fandango and Rotten Tomatoes [4] - Versant expects to generate $6.6 billion in revenue, $2.2 billion in EBITDA, and $1.4 billion in free cash flow for 2025, launching with $3 billion in gross debt, $750 million in cash, and $1.5 billion in total liquidity [6] Group 3: Industry Trends - Following Comcast's announcement, Warner Bros. Discovery plans to separate its linear television into a new entity called Discovery Global, and has struck a deal to sell its Warner Bros. studios and streaming to Netflix [5] - The new company, Versant, aims to shift its revenue mix towards areas with stronger growth potential, including a direct-to-consumer offering for MS Now and new FAST channels [6]
WBD Advises Shareholders Not To Take Any Action As It Reviews Paramount's Amended Takeover Offer
Deadline· 2025-12-23 00:02
Core Viewpoint - Warner Bros Discovery (WBD) is reviewing an unsolicited tender offer from Paramount Skydance to acquire its outstanding shares for $30 each in cash, while maintaining its commitment to the Netflix merger agreement [1][2][3]. Group 1: Tender Offer Details - Paramount Skydance's amended offer of $30 per share is not higher than previous bids but addresses concerns raised by WBD's CEO David Zaslav [2]. - The WBD Board previously rejected Paramount's offer, citing inadequate value and significant risks to shareholders, and reaffirmed its commitment to the Netflix merger agreement [3]. - WBD shareholders have until January 21 to respond to the amended tender offer, which includes a $40.4 billion personal equity financing guarantee from Larry Ellison and a $5.8 billion breakup fee [4]. Group 2: Financing and Risk Considerations - The previous offer from Paramount included a financing backstop from the Ellison Family Revocable Trust, which WBD deemed too risky [5]. - RedBird Capital's Gerry Cardinale stated that the trust issue was a distraction and has been removed from the proposal, allowing the offer to be taken more seriously [6].
Netflix Refinances Chunk Of Bridge Loan For Warner Bros. Acquisition
Deadline· 2025-12-22 15:39
Group 1 - Netflix has secured $25 billion in new bank financing to replace part of its $59 billion bridge loan for acquiring Warner Bros. Discovery's studios and streaming business [1][2] - The refinancing includes a $5 billion senior unsecured revolving credit facility and two senior unsecured delayed-draw term-loan facilities of $10 billion each [2] - The acquisition deal with Warner Bros. Discovery has an equity value of $72 billion, or $27.75 per share, with an enterprise value of $82.7 billion, expected to close after the separation of WBD's global networks business in Q3 2026 [4] Group 2 - Paramount has amended its hostile tender offer for Warner Bros. Discovery, addressing concerns from WBD's board, which preferred Netflix's deal [2][5] - Larry Ellison, co-founder of Oracle, has provided a personal guarantee of $40.4 billion for Paramount's cash offer, which has been raised to $30 per share [5] - WBD stockholders have until January 20 to tender their shares directly to Paramount [6]
Paramount Responds To WBD Concerns About Hostile Bid, Offering New Larry Ellison Financing Guarantee
Deadline· 2025-12-22 13:39
Core Viewpoint - Paramount has amended its hostile bid for Warner Bros. Discovery (WBD) to include a personal guarantee from Larry Ellison, supporting a $108 billion proposal, while WBD has accepted a lower bid from Netflix for $82.7 billion [1][2]. Group 1: Bid Details - The financial value of Paramount's offer remains at $30 per share, with an increased breakup fee of $5.8 billion, matching Netflix's offer [3]. - Larry Ellison has committed to providing an irrevocable personal guarantee of $40.4 billion for the equity financing of the offer and any damages claims against Paramount [2][3]. Group 2: Concerns and Criticism - WBD's board expressed concerns regarding the nature of Ellison's involvement, particularly about the trust through which he is participating, which could be subject to manipulation [2]. - Paramount criticized WBD for not raising concerns or demands for a personal guarantee during the 12 weeks leading up to WBD's acceptance of Netflix's offer [4]. Group 3: Market Impact - The competition for WBD is expected to significantly reshape the entertainment landscape, regardless of the outcome, and both bidders are likely to face regulatory scrutiny [4].
Sony Strikes $630M Deal To Acquire Majority Stake In Peanuts Brand
Deadline· 2025-12-19 00:29
Core Insights - Sony Music Entertainment Japan and Sony Pictures Entertainment have signed an agreement to acquire WildBrain's 41% stake in Peanuts Holdings LLC for approximately CAN$630 million (around $457 million U.S.) [1] - Upon completion of the transaction, Sony will increase its ownership in Peanuts Holdings to 80%, while the Schulz family will retain a 20% stake [2] - Peanuts Worldwide, a wholly owned subsidiary of Peanuts Holdings, will continue to manage the rights and business of the Peanuts brand, with Sony Music taking the lead in management [3] Company Strategy - Sony aims to enhance the value of the Peanuts brand by leveraging its global network and expertise, ensuring the brand remains relevant across generations [4] - WildBrain will continue as the exclusive licensing agent for consumer products in various territories and will produce new Peanuts content under a partnership with Apple TV [6] - WildBrain plans to use the proceeds from the sale to reduce debt and invest in its other franchises, such as Strawberry Shortcake and Teletubbies [7] Industry Context - The Peanuts franchise, created by Charles M. Schulz, has been a significant part of pop culture since its introduction in 1950, with various media adaptations and merchandise [4] - Apple TV has been expanding its Peanuts content offerings since acquiring streaming rights in 2020, including a recent five-year extension for exclusive streaming [8]
TikTok's Long-Awaited U.S. Joint Venture Deal To Finally Close Next Month, CEO Memo Confirms
Deadline· 2025-12-18 23:03
Core Points - TikTok is finalizing a joint venture to manage its U.S. operations, effective January 22 [1] - The joint venture is a result of a Congressional order requiring ByteDance to divest its U.S. TikTok operations [2] - The ownership structure will see ByteDance retain 20%, existing investors' affiliates hold one-third, and Oracle, Silver Lake, and MGX will own the remaining 45% [2] Group 1: Political Context - National security concerns regarding TikTok have been raised since the Trump administration, leading to threats of a ban unless sold to a U.S. owner [4] - The Biden administration initially delayed the ban but the issue resurfaced in 2024 [4] - Trump's current administration has shifted to a supportive stance towards TikTok, influenced by the platform's role in his election campaign [5] Group 2: Business Operations - Despite political challenges, TikTok's business has continued to grow, with significant advertising efforts showcased during the NewFronts [6] - The head of North American ad sales expressed confidence in the platform's future and commitment to continued investment [7] Group 3: Industry Implications - The involvement of Oracle may have implications for Hollywood, particularly due to connections with Paramount Skydance [3] - Speculation exists that Paramount could leverage this relationship to enhance its competitive offerings against tech giants [3]
WBD Calls Out “Pressure Tactic” – How Paramount's Hardball Legal Letter Backfired On Eve Of Final Bids
Deadline· 2025-12-17 23:42
Core Viewpoint - The media giant Warner Bros. Discovery (WBD) is defending its decision to select Netflix over Paramount in a recent auction, amidst a hostile takeover attempt from Paramount valued at $108 billion, while Netflix's offer was $82.7 billion [1][4]. Group 1: Auction Process and Decisions - WBD's board urged shareholders to reject Paramount's hostile bid, providing context for choosing Netflix's offer, which they deemed superior [4][15]. - Paramount's bid included an all-cash offer of $30 per share, which WBD disputes as not superior to Netflix's offer [12][16]. - The auction process involved multiple bids from Paramount, with WBD asserting that Paramount's proposals were not adequately addressed during discussions [17][20]. Group 2: Legal and Communication Issues - A letter from Paramount's lawyers accused WBD of management conflicts and bias, which WBD countered by stating that the letter was a pressure tactic [3][5]. - WBD highlighted that the legal letter from Paramount's attorneys contained no actionable proposals and relied on inaccurate media reports [10][11]. - Communication between WBD and Paramount was characterized by a lack of constructive engagement, with WBD noting that Paramount's legal advisors acknowledged the December 3 letter was a mistake [6][7]. Group 3: Executive Compensation and Implications - WBD's CEO David Zaslav stands to gain significantly from the merger, with potential payouts exceeding $500 million if Paramount's offer succeeds [22][23]. - The compensation package for Zaslav includes a cash severance of $30 million, equity worth nearly $538 million, and additional benefits [23]. - The ongoing negotiations and potential merger agreements are expected to include details on executive payouts, which could impact shareholder perceptions [24].
Paramount Stands By Its WBD Offer Despite Board Rebuff, Warns Netflix Scenario Would Add To Linear TV Woes
Deadline· 2025-12-17 15:56
Core Viewpoint - Paramount is firmly supporting its proposal to acquire Warner Bros. Discovery (WBD), cautioning shareholders against accepting Netflix's offer, which it claims would leave them with a "heavily indebted, sub-scale linear business" [1] Group 1: Acquisition Proposals - Paramount made a hostile bid to acquire WBD for $108 billion, including debt, while Netflix's offer is for nearly $83 billion, focusing only on the Warner studio and streaming division [2] - Paramount is willing to take on the troubled cable network side of WBD, which has been a significant point of contention in the valuation of the bids [3] Group 2: Financial Assurance and Strategy - Paramount asserts that its bid offers "100% cash" with no exposure to equity market fluctuations, contrasting with Netflix's proposal that includes stock, which has already seen a decline [4] - The financing for Paramount's offer includes $41 billion in new equity backed by the Ellison family and RedBird Capital, along with $54 billion in debt commitments from major banks [4] Group 3: Competitive Positioning - Paramount claims its acquisition would enhance competition in the creative industries, opposing the notion that Netflix's deal would create a dominant streaming monopoly [4] - The company emphasizes that it has received positive feedback from WBD shareholders regarding its offer, which it believes is superior in value and certainty [4] Group 4: Market Reaction - Following the announcement, Paramount's shares fell by 5% in early trading [4]
Warner Bros Discovery Urges Shareholders To Reject Paramount's Hostile Bid
Deadline· 2025-12-17 12:03
Core Viewpoint - Warner Bros. Discovery (WBD) has urged shareholders to reject Paramount's $108 billion hostile takeover proposal, asserting that Netflix's previously accepted offer is superior [1]. Group 1: Concerns About Paramount's Offer - WBD expressed concerns regarding the lack of a financial commitment from the Ellison family, which is crucial for the certainty of the deal funding [2][3]. - The letter from WBD labeled Paramount's offer as "illusory," highlighting the risks associated with the potential for Paramount to amend the offer [7]. - WBD's board concluded that Paramount's offer is inadequate and imposes significant risks and costs on shareholders, failing to address key concerns raised in previous engagements [7]. Group 2: Competitive Landscape - The competitive landscape for WBD has narrowed down to Netflix, Paramount, and Comcast, with Comcast withdrawing after Netflix's offer was accepted [6]. - Netflix's offer of $82.7 billion is highlighted as a competitive process that benefits consumers, creators, and stockholders, with a commitment to theatrical releases for Warner Bros. films [8]. Group 3: Future Implications - Regardless of the outcome, the deal is expected to be one of the most expensive media mergers in history, significantly impacting the entertainment landscape [9]. - The industry is facing skepticism due to recent job losses at major studios and networks, raising concerns about the future of Warner's portfolio, which has changed ownership multiple times in the past decade [9].