The 6 biggest reveals from WBD's filing on why it rejected Paramount

Core Insights - Warner Bros. Discovery (WBD) rejected Paramount's $30-per-share offer and advised shareholders to accept Netflix's bid of $27.75 per share, citing superior value and certainty [2] - The bidding war revealed significant behind-the-scenes dynamics, including offers made to WBD's CEO David Zaslav and the involvement of multiple bidders [3][7] Group 1: Bidding Dynamics - David Ellison attempted to leverage his influence by requesting a meeting with WBD's CEO after a rejected bid, but WBD expressed concerns about the bid's reliance on a revocable trust [3] - Paramount offered Zaslav a compensation package worth over $500 million and the position of co-CEO and co-chairman, which Netflix did not [4][5] - A previously unknown bidder, referred to as "Company C," proposed acquiring WBD's cable channels and 20% of its streaming and studio businesses for $25 billion in cash, speculated to be Starz [7][8] Group 2: Financial Implications - Major investment banks, including Allen & Co., J.P. Morgan, and Evercore, stand to earn a total of $225 million from the potential sale to either Netflix or Paramount [9] - The media and telecom M&A deal value increased by 61% in the past year, indicating a strong investor appetite for valuable intellectual property [10] Group 3: Regulatory Considerations - The Ellisons' bid included $24 billion from Middle Eastern sources, raising concerns but not deemed a dealbreaker by WBD [11] - Both Paramount and Netflix argued their bids would pass regulatory scrutiny, with WBD's board not considering regulatory risk as a significant differentiator between the two proposals [12][14]