Core Viewpoint - Warner Bros. Discovery (WBD) Board unanimously recommends the merger with Netflix as the superior option for shareholders, while rejecting the tender offer from Paramount Skydance (PSKY) as inadequate and risky [1][2][3]. Group 1: Evaluation of Offers - The Board concluded that PSKY's tender offer is inadequate and imposes significant risks and costs on WBD shareholders [3][6]. - The Netflix merger agreement provides WBD shareholders with $23.25 in cash and $4.50 in Netflix common stock, along with additional value from Discovery Global shares [8]. - PSKY's offer lacks a full equity backstop from the Ellison family, relying instead on an opaque revocable trust, which raises concerns about deal certainty [9][10]. Group 2: Risks and Costs - Accepting PSKY's offer could incur additional costs of approximately $4.3 billion for WBD shareholders, including a $2.8 billion termination fee to Netflix and $1.5 billion in financing costs [20]. - The financial condition of PSKY is concerning, with a projected gross leverage ratio of 6.8x debt to EBITDA, indicating a risky capital structure [12]. - The PSKY offer is described as illusory, as it can be terminated or amended at any time, lacking the binding nature of the Netflix merger agreement [18][19]. Group 3: Regulatory Considerations - The Board believes there is no material difference in regulatory risk between the PSKY offer and the Netflix merger, with both capable of obtaining necessary approvals [16]. - Netflix has agreed to a higher regulatory termination cash fee of $5.8 billion compared to PSKY's $5 billion break fee, indicating stronger commitment [17]. Group 4: Process and Transparency - The review process conducted by the Board was thorough, transparent, and competitive, providing multiple opportunities for PSKY to submit a superior proposal, which they failed to do [14][15]. - The Board engaged extensively with PSKY and communicated material deficiencies in their proposals, yet PSKY did not address these concerns adequately [15].

Group 1 - Warner Bros Discovery (WBD) is expected to advise shareholders to reject Paramount's $108 billion hostile bid, allowing Netflix to proceed with its $82.7 billion acquisition of WBD [1][2] - Netflix's bid includes control of significant assets such as the Harry Potter and DC Comics franchises, as well as HBO, but does not cover WBD's cable channels, which will be spun off next year [2] - WBD's board is reportedly less confident in Paramount's all-cash offer due to its backing by the Ellison family trust, which is valued at nearly $250 billion in Oracle stock, compared to Netflix's cash and shares offer [3] Group 2 - Affinity Partners, led by Jared Kushner, has withdrawn support for Paramount's bid, which has led to accusations from Paramount that WBD's board is not engaging properly with its offer [4] - Netflix's acquisition is likely to face regulatory scrutiny due to its potential dominance in the North American streaming market, although Netflix argues that including major players like YouTube mitigates this concern [5] - Paramount's funding sources from sovereign wealth funds in Qatar, Saudi Arabia, and Abu Dhabi, which will contribute $24 billion (almost 60% of the $40.7 billion in equity), have raised questions regarding regulatory approval [6] Group 3 - Federal Communications Commission rules restrict foreign investors from owning more than 20% of broadcast or telecom licensees, but Paramount claims these rules do not apply to its offer as the wealth funds have agreed to forgo governance rights [7]

Jared Kushner’s Affinity Partners is exiting the takeover battle for Warner Bros. Discovery Inc. in a political and financial blow to a foundering hostile takeover bid for the fabled studio. The private equity firm withdrew its backing of Paramount Skydance Corp.’s proposal to buy Warner Bros., which the studio plans to reject. Most Read from Bloomberg Paramount is seeking to scupper Netflix Inc.’s $82.7 billion deal for Warner Bros. in a bidding war that stands to reshape the entertainment industry, w ...

本文源自：金融界AI电报 奈飞(NFLX.O)美股盘前上涨1.4%，此前有报道称华纳兄弟探索公司(WBD.O)可能会选择现有与奈飞的 交易，并拒绝派拉蒙的要约。 ...

Core Viewpoint - Warner Bros. Discovery Inc. is expected to reject Paramount Skydance Corp.'s hostile takeover bid of $108.4 billion due to concerns over financing and other terms [1][2]. Group 1: Warner Bros. Discovery's Response - The board of Warner Bros. Discovery is likely to formally reject Paramount's offer as early as Wednesday and may encourage shareholders to vote against the takeover [2]. - Warner Bros. Discovery's board believes that Netflix's earlier bid is more favorable compared to Paramount's offer [3]. Group 2: Competitive Landscape - Netflix was the first to propose an acquisition of Warner Bros. Discovery, offering $27 in cash and stock for non-cable assets, which was followed by Paramount's larger all-cash bid of $30 per share [5][6]. - The winner of the acquisition will gain access to a significant portfolio of content, including classic films and popular series, which is crucial in the competitive streaming market [4][5]. Group 3: Financing Details - Paramount's $108.4 billion bid is now supported by $41 billion in new equity from the Ellison family and RedBird Capital, along with $54 billion in debt commitments from financial institutions such as Bank of America, Citi, and Apollo [8].

Core Viewpoint - Warner Bros is poised to reject a hostile $108 billion takeover bid from Paramount, as one of Paramount's financing partners has withdrawn from the offer, indicating a significant change in investment dynamics [1][2]. Group 1: Takeover Dynamics - The Warner Bros Discovery board is expected to advise shareholders to reject Paramount's bid, which would allow Netflix to proceed with its $72 billion deal [2]. - Paramount's offer includes a cash payment of $30 per share, which is $18 billion more than Netflix's offer, and is made directly to shareholders in a hostile takeover attempt [8]. Group 2: Strategic Implications - The outcome of the takeover battle is crucial for gaining a competitive edge in the streaming wars, with Warner Bros planning to split into two companies to better manage its assets [5]. - If Paramount's bid succeeds, it would consolidate CBS and CNN under the same parent company, further reshaping the media landscape [8]. Group 3: Financial Details - Netflix's agreement is priced at $27.75 per share, totaling $72 billion, with the overall asset value reaching $82.7 billion [6]. - The involvement of significant financial backers, including funds from Saudi Arabia and other Middle Eastern countries, highlights the international stakes in this acquisition [1]. Group 4: Regulatory Considerations - The final decision on the takeover will involve scrutiny from the U.S. Department of Justice's Antitrust Division, which oversees business deals to ensure fair competition [11].

贾里德·库什纳的Affinity Partners从华纳兄弟探索收购战中退出。 这家私募股权公司本月作为参与者，在派拉蒙天舞对华纳兄弟敌意竞购计划中出现，该方案对华纳兄弟 的估值为1084亿美元，其中包括债务。派拉蒙正试图阻拦奈飞公司对华纳兄弟827亿美元的收购交易。 Affinity为派拉蒙的收购方案提供资金支持。据知情人士透露，特朗普此前曾表示将亲自评估这笔交 易，而他女婿库什纳的参与引发了诸多争议。知情人士表示，Affinity为交易提供2亿美元融资支持，这 个数字相对较小。 Affinity的一位代表称，自该公司10月参与这项交易以来，投资动态已经发生了变化。 Affinity的一位代表称，自该公司10月参与这项交易以来，投资动态已经发生了变化。 "由于两家实力强劲的竞争对手都在争夺这项独特的美国资产，Affinity决定不再参与，"这家投资公司 表示。"我们仍然认为派拉蒙的收购要约具有很强的战略意义。" 知情人士周二表示，华纳兄弟公司计划拒绝派拉蒙的收购提议，因对融资和其他条款感到担忧。 责任编辑：王永生 知情人士周二表示，华纳兄弟公司计划拒绝派拉蒙的收购提议，因对融资和其他条款感到担忧。 责任编辑 ...

Core Viewpoint - Paramount Skydance is maintaining its $30-a-share, all-cash bid for Warner Bros. Discovery (WBD) and is arguing that its $78 billion offer is superior to WBD's current deal with Netflix [1][6]. Group 1: Bid Details - Paramount Skydance's owners, David and Larry Ellison, along with RedBird Capital, plan to assure shareholders that they will cover the $2.8 billion breakup fee, which equates to about $1 per share, if enough investors support their bid by the January 8 deadline [2]. - Paramount Skydance is confident in its financing, claiming to have secured credit lines from Bank of America and Apollo, with Larry Ellison contributing $12 billion in cash and Gulf State funds providing another $24 billion in equity [7][8]. Group 2: Competitive Landscape - There is speculation of a bidding war as WBD is expected to formally urge investors to reject Paramount Skydance's hostile bid, emphasizing the uncertainty surrounding the financing of Paramount's offer [4][10]. - Notable media investor Mario Gabelli has expressed his intention to support Paramount's all-cash bid over Netflix's deal, which involves stock and complex financing [5][10]. Group 3: Regulatory Considerations - Paramount Skydance argues that its deal presents regulatory certainty compared to Netflix's offer, which may trigger a lengthy antitrust investigation due to the combination of streaming assets [8]. - WBD and Netflix counter that regulatory concerns are overstated, citing the reliance of consumers on social media and YouTube for programming rather than streaming services [10]. Group 4: Financial Backing and Concerns - Larry Ellison's commitment to backstop the deal is under scrutiny, as his wealth is primarily tied to Oracle shares, which have lost significant value since the bidding began [11]. - Critics argue that Ellison's backing is not personal but comes from a revocable trust, although Paramount Skydance defends the trust as a legitimate source of his wealth for deal-making [12].

Core Viewpoint - Warner Bros. Discovery (WBD) plans to reject Paramount Global's hostile takeover bid due to concerns over financing arrangements and other terms, believing that its existing agreement with Netflix (NFLX) offers superior value and certainty [1][4] Group 1: Warner Bros. Discovery's Position - Warner Bros. Discovery's board will urge shareholders to reject Paramount's offer after evaluating the bid, citing concerns about the reliability of Paramount's financing and operational flexibility during the potential sale process [1][4] - The board is particularly worried about the implications of a year-long regulatory approval process on its ability to operate independently [2][4] - Warner Bros. has agreed to a deal with Netflix at a price of $27.75 per share, valuing the company at approximately $83 billion, while Paramount has proposed a higher bid of $30 per share, valuing Warner at over $108 billion [3][5] Group 2: Paramount Global's Bid - Paramount's financing plan has faced scrutiny, especially after a key investor, Affinity Partners led by Jared Kushner, withdrew support for the deal, raising concerns about the stability of the financing structure [2][4] - Paramount has made adjustments to its bid in response to Warner's concerns, including addressing issues related to refinancing debt and a $5 billion breakup fee [2][5] - Despite offering a higher cash price, Paramount's bid is seen as carrying execution risks due to financing uncertainties and potential regulatory hurdles [5][6] Group 3: Implications for Netflix - If successful in acquiring Warner Bros., Netflix would significantly enhance its content library, transitioning from a platform-based model to an integrated powerhouse with top-tier production capabilities and a vast IP portfolio [6][7] - The acquisition would allow Netflix to control high-value content that it currently licenses, thereby strengthening its competitive position in the streaming wars [6][7] - Key IPs that Netflix would gain include popular franchises such as Harry Potter, DC Universe, and HBO's acclaimed series like Game of Thrones [7]

Core Viewpoint - Warner Bros. Discovery (WBD) plans to reject the hostile takeover bid from Paramount Global (PSKY) due to concerns over financing arrangements and other terms, believing that their existing agreement with Netflix (NFLX) offers better value and certainty [1][4] Group 1: Warner Bros. Discovery's Position - Warner Bros. board intends to advise shareholders to reject Paramount's offer after evaluating the bid, citing concerns about the reliability of financing and operational flexibility during the potential sale process [1][4] - The board is particularly worried about the financing structure proposed by Paramount, which is backed by a trust associated with Oracle founder Larry Ellison, as it is revocable and could lead to a lack of recourse for Warner Bros. [1][2] - Warner Bros. initially agreed to sell its studio and streaming business to Netflix for $27.75 per share, valuing the deal at approximately $83 billion, while Paramount's offer is $30 per share, valuing the company at over $108 billion [3][6] Group 2: Paramount Global's Offer - Paramount's bid includes a $5 billion breakup fee backed by the Ellison family, but Warner Bros. finds the flexibility to operate and manage its balance sheet insufficient [2][4] - Affinity Partners, led by Jared Kushner, withdrew support for Paramount's bid, raising concerns about the stability of the financing sources [2][4] - Paramount has made adjustments to its offer in response to Warner Bros.' concerns, but the withdrawal of Tencent's $1 billion financing due to regulatory concerns has further complicated the situation [2][5] Group 3: Implications for Netflix - If Netflix successfully acquires Warner Bros., it will significantly enhance its content library, transitioning from a platform-only model to an integrated model with top-tier studios and IP [6][7] - The acquisition would allow Netflix to control high-value content that it previously needed to license, thereby strengthening its competitive position in the streaming wars [6][7] - Warner Bros. has a rich portfolio of popular IPs, including franchises like Harry Potter, DC Universe, and HBO's acclaimed series, which would bolster Netflix's content offerings [7]