Sale of Warner Bros. Discovery heats up as Ellisons weigh ‘DefCon 1' litigation over selection of Netflix bid
New York Post·2025-12-25 21:26

Core Viewpoint - Warner Bros. Discovery (WBD) is indicating a willingness to negotiate with Paramount Skydance, led by David Ellison, if they increase their $30-per-share all-cash offer for the company [1][8]. Group 1: Bidding Process and Offers - The Ellisons and their partner RedBird Capital are considering a strategy called "DefCon 1," which may involve withdrawing from the bidding process and potentially litigating against WBD's board decisions [2]. - Paramount Skydance claims that WBD's management favored Netflix's cash-stock bid over their sixth all-cash offer, which they believe is superior at $78 billion compared to Netflix's $82.7 billion [3]. - WBD is expected to address Larry Ellison's personal guarantee for Paramount's bid and its implications for the deal process soon [4][15]. Group 2: Regulatory and Market Considerations - The acquisition has drawn attention from political figures, including Donald Trump, who may influence the outcome due to the deal's size and media implications, particularly concerning CNN [5][6]. - Paramount Skydance argues that their all-cash offer would not face significant regulatory hurdles, unlike Netflix's bid, which involves acquiring only WBD's studio and streaming assets [9]. Group 3: Financial Implications and Shareholder Reactions - WBD has promised an additional $3 to $4 per share from equity after spinning off its cable properties, but the value of these assets is uncertain due to declining audience shares [11]. - Investor Mario Gabelli has expressed support for the Ellisons' offer, indicating a potential for more shareholders to pledge their shares if the bid is increased [12]. - The Ellisons are contemplating raising their offer by up to 10% to meet WBD's demands, which include addressing a breakup fee of $2.8 billion [22].