Group 1 - Warner Bros. Discovery has received multiple bids for its business, including offers from Netflix, Paramount, and an unnamed fourth bidder [1][2] - The unnamed bidder, referred to as "Company A," proposed to acquire only Warner Bros. Discovery's film and streaming assets, which aligns with a bid from Comcast [1] - "Company C" has made a bid for Warner Bros. Discovery's Global Networks business, which includes CNN, TNT, and TBS, along with 20% of its film and streaming assets [2] Group 2 - Warner Bros. Discovery has deemed the proposal from "Company C" as "not actionable" and plans to proceed with preliminary offers from Netflix, Paramount, and "Company A" by late November [2] - CEO David Zaslav indicated that Amazon and Apple have shown interest in acquiring Warner Bros. Discovery, although they do not fit the "American media company" description [3] - Other companies have previously submitted bids for Paramount, including a joint bid of approximately $26 billion from Apollo Global Management and Sony, and a $30 billion bid from Allen Media Group [3]

Bring in show music, please. >> This is Squawk Pod and I'm CNBC producer Cameron Costa. On today's episode, will they won't they? >> This could take a while. >> Warner Brothers Discovery tells shareholders that Netflix's deal is better than Paramount's hostile bid. It's drama fit for a prestige streaming series. Netflix co-CEO Greg Peters sat down with CNBC's David Faber only on Squawkbox. He says they are the ones to win. >> Our deal structure is clean. It's certain. We're a scaled company with, you know, ...

Core Viewpoint - Warner Bros. believes that Netflix's $72 billion buyout offer is superior and urges shareholders to reject the hostile takeover bid from Paramount Skydance [1] Group 1: Offers and Valuations - Paramount's offer is $30 per Warner share, valuing the company at approximately $77.9 billion, compared to Netflix's offer of $27.75 per share [1][5] - Paramount claims its offer is worth about $79.9 billion, which is $18 billion more in cash than Netflix's bid [6] - Netflix's offer includes a combination of cash and stock, valuing Warner at $72 billion, excluding debt, but does not include Warner-owned networks like CNN and Discovery [7] Group 2: Industry Impact - A merger involving Warner Bros. would significantly alter the Hollywood landscape and is expected to face intense scrutiny from U.S. regulators [2] - The competing offers highlight the potential for combining major entertainment properties, with Netflix owning popular titles like "Stranger Things" and "Squid Game," while Paramount owns CBS and MTV [3] - The outcome of these bids will influence the dynamics of the streaming wars and the broader entertainment industry [4]

Core Viewpoint - Affinity Partners, led by Jared Kushner, is withdrawing support for Paramount Skydance's hostile takeover bid for Warner Bros. Discovery (WBD), which has been advised by its board to reject the $78 billion offer from the Ellison family in favor of a competing bid from Netflix [1][5][7]. Group 1: Affinity Partners and Paramount's Bid - Affinity Partners decided to pull out of the Paramount bid due to scrutiny surrounding Kushner's involvement, despite contributing $200 million to the offer [2][4]. - The firm stated that it believes there is a strong strategic rationale for Paramount's offer, even as it steps back from the partnership [4]. Group 2: Warner Bros. Discovery's Position - WBD's board unanimously recommended that shareholders reject Paramount's offer, citing its inadequacy and associated risks [5][13]. - The board's stance likely facilitates Netflix's acquisition of WBD's key assets, with Netflix's offer valuing WBD at $82.7 billion, or $27.75 per share, compared to Paramount's $30 per share all-cash bid [7][11]. Group 3: Competitive Landscape and Financing Concerns - WBD CEO David Zaslav has expressed a preference for the Netflix bid, highlighting concerns over Paramount's financing structure, which is linked to a revocable trust associated with Larry Ellison's wealth [11][19]. - Paramount claims its bid offers quicker value for shareholders, while Netflix's deal is perceived to face regulatory hurdles and complex financing [16][19].

Core Insights - Wall Street banks are positioned to benefit significantly from Warner Bros. Discovery's (WBD) potential sale to either Netflix or Paramount Skydance, with a total of $225 million in fees expected to be paid to advisors if a deal is finalized [1][2]. Group 1: Deal Dynamics - WBD is currently evaluating competing offers from Netflix, which aims to acquire its studio and streaming business, and Paramount, which has made a bid for the entire company, including cable TV channels [2]. - WBD's board has expressed continued support for Netflix's offer following a hostile bid from Paramount [2]. - The advisory firms involved in the bidding process have played a crucial role in board meetings, negotiations, and evaluations of the offers [2][7]. Group 2: Advisory Fees - The fee structure for the advisory firms includes significant contingent payments, with Allen & Co. and J.P. Morgan each set to receive $85 million, of which $45 million and $50 million, respectively, are contingent on a successful deal [11]. - Evercore is expected to receive $55 million, also contingent on the deal's completion [11]. Group 3: Market Context - The investment banking sector has seen a surge in activity, particularly in media and telecom mergers and acquisitions (M&A), with a reported 61% increase in deal value from the second half of 2024 to the second half of 2025, excluding the WBD sale [9]. - PwC anticipates that robust M&A activity will persist in the coming years as investors seek value in content libraries, video games, and sports assets [10].

Warner Bros. Discovery’s (WBD) board of directors has rejected the $108 billion hostile takeover bid from David Ellison’s Paramount Skydance, calling the offer “illusory,” and saying that Paramount had misled shareholders about its financing. Saying it wants to honor its initial agreement to sell to Netflix, WBD’s board wrote in a letter to shareholders that Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family.” “It does not, an ...

In Brief Warner Bros. Discovery’s (WBD) board of directors has rejected the $108 billion hostile takeover bid from David Ellison’s Paramount Skydance, calling the offer “illusory,” and saying that Paramount had misled shareholders about its financing.Saying it wants to honor its initial agreement to sell to Netflix, WBD’s board wrote in a letter to shareholders that Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family.” “It does no ...

来源：滚动播报 派拉蒙重申对华纳兄弟探索每股30美元收购要约的承诺。 ...

Core Viewpoint - Paramount's CEO David Ellison's communication with Warner Bros. Discovery (WBD) CEO David Zaslav went unanswered, leading to WBD's acceptance of Netflix's offer instead of Paramount's bid [1][2]. Group 1: Negotiation Details - Ellison's text to Zaslav on December 4 indicated that Paramount's offer was not its "best and final" and aimed to address WBD's concerns regarding certainty, cash value, and speed to close [2]. - WBD's filing stated that Zaslav did not respond to Ellison's text as it did not present an actionable improved proposal during the board's deliberations [2]. - Paramount claimed that WBD did not engage in a real-time negotiation or review the proposal in detail, and there was no follow-up communication from WBD after receiving the bid [7][8]. Group 2: Bid Rejection - The WBD board advised shareholders to reject Paramount's hostile bid, citing concerns over the bid's reliance on an "unknown and opaque revocable trust" [9]. - Paramount asserted that its bid was fully backed by Larry Ellison, a prominent billionaire, which was intended to provide assurance to WBD [9]. Group 3: Future Actions - Paramount may need to either rely on WBD shareholders to support their position or consider revising their offer again [10].

Core Viewpoint - Warner Bros. Discovery's board of directors strongly recommends shareholders reject Paramount Skydance's hostile takeover bid, citing significant risks and costs associated with the offer [1] Group 1: Warner Bros. Discovery's Position - The board determined that Paramount Skydance's tender offer is not in the best interests of the company or its shareholders, continuing to support the merger with Netflix [1][3] - Warner Bros. Discovery agreed to sell its film and television studios and HBO Max to Netflix for a cash-and-stock deal valued at $27.75 per share, totaling an equity value of $72 billion [2] - The board argues that Paramount's offer of $30.00 per share does not qualify as a "Superior Proposal" compared to the Netflix merger agreement [3] Group 2: Concerns About Paramount's Offer - The board stated that Paramount's offer provides inadequate value and imposes numerous significant risks and costs [5] - The board criticized Paramount's claim of having a "full backstop" from the Ellison family for financing, asserting that this commitment has never been made [5][6] - The board emphasized that the Ellison family has not guaranteed the necessary funding for Paramount's proposal, undermining its viability [8] Group 3: Comparison with Netflix Deal - The merger with Netflix is described as a binding agreement with enforceable commitments, requiring no equity financing and backed by a public company with a market cap exceeding $400 billion [9] - The Netflix deal is expected to enhance U.S. production capacity and increase investment in original content, which will create jobs and strengthen the entertainment industry [12] - The deal could face regulatory scrutiny, with concerns raised by lawmakers about potential content and distribution control by Netflix [13][14]