Group 1 - Warner Bros. Discovery CEO David Zaslav could receive over $500 million in equity if a deal with Netflix is finalized [1] - Zaslav was offered a compensation package worth "several hundred million dollars" by Paramount's CEO David Ellison during discussions about a potential takeover [2] - The proposed compensation deal was presented shortly after an initial acquisition offer from Paramount, with Zaslav being offered co-CEO and co-chair roles in the combined company [3] Group 2 - Zaslav informed the Ellisons that discussing such arrangements was "inappropriate" at the time of the offer [2] - The second proposal from Paramount to acquire Warner Bros. Discovery was submitted on September 30 [3]

Core Viewpoint - Paramount has reaffirmed its $108 billion hostile takeover bid for Warner Bros. Discovery, which has urged its shareholders to reject the proposal in favor of Netflix's offer [1] Group 1: Paramount's Offer - Paramount's offer includes a $40.65 billion equity component and is priced at $30 per share for Warner Bros. Discovery [2] - Paramount argues that its offer provides superior value and certainty for WBD shareholders, claiming a clear path to regulatory closure [2] Group 2: Warner Bros. Discovery's Response - Warner Bros. Discovery's board, led by chair Samuel DiPiazza, has reviewed Paramount's offer and deemed it inferior to Netflix's proposal [2] - The board highlighted that Paramount's offer imposes significant risks and costs on WBD and lacks any commitment from the Ellison family [2] Group 3: Netflix's Position - Netflix has welcomed Warner Bros. Discovery's recommendation to its shareholders, asserting that its offer is superior on multiple fronts [3]

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 Viewpoint - Warner Bros. Discovery's board unanimously rejected Paramount Skydance's tender offer, deeming it inadequate and risky, while fully supporting the proposed merger with Netflix [1][2]. Group 1: Board's Evaluation of Paramount's Offer - The board concluded that Paramount's tender offer is inadequate and imposes significant risks and costs on shareholders [2]. - The Ellison family has not provided an "equity backstop," which would guarantee coverage for any potential financing collapse related to the bid [3]. - The board argued that there is no material difference in regulatory risk between the Paramount offer and the Netflix deal [3]. Group 2: Support for Netflix Merger - Warner Bros. Discovery is urging shareholders to support the merger with Netflix as the "more certain value" path forward [5][6]. - The details of the board's decision are outlined in a Schedule 14D-9 filing with the Securities and Exchange Commission [5].

Core Viewpoint - Warner Bros Discovery (WBD) has urged shareholders to reject a $108.4 billion hostile takeover offer from Paramount Skydance, labeling it as "inadequate" amidst a significant corporate battle for control of the media conglomerate [1]. Group 1: Takeover Offer and Corporate Strategy - WBD has agreed to sell its movie studios, HBO cable network, and streaming service to Netflix in a deal valued at $82.7 billion, indicating a major shift in Hollywood's landscape [1]. - Paramount, which had previously made a private bid for WBD, countered with an all-cash offer and intends to take the proposal directly to shareholders [2]. - WBD's board concluded that Paramount's offer is inadequate and poses significant risks and costs to shareholders, failing to address key concerns raised in previous proposals [4]. Group 2: Funding and Regulatory Concerns - Questions arose regarding how the Ellison family is funding their proposal, with a regulatory filing revealing backing from outside funders, including Affinity Partners, Saudi Arabia's Public Investment Fund, and the Qatar Investment Authority [5]. - WBD accused Paramount of relying on an "unknown and opaque revocable trust" to support its bid, describing the proposal as "illusory" and not to be trusted by WBD shareholders [6]. - WBD firmly denied that regulators would be more likely to approve Paramount's bid compared to its deal with Netflix, warning of significant additional costs, including a $2.8 billion termination fee to Netflix if the Paramount offer is accepted [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 ...

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].

Group 1 - Affinity Partners, founded by Jared Kushner, has decided to withdraw from the group of investors supporting Paramount's hostile takeover bid for Warner Bros. Discovery [1][2] - Paramount's bid is valued at $108.4 billion for the entirety of Warner Bros. Discovery [5] - The bid is supported by the Ellison family and RedBird Capital, with other investors including Saudi Arabia's Public Investment Fund and the Qatar Investment Authority [3] Group 2 - Affinity Partners stated that despite their exit, they believe there is a strong strategic rationale for Paramount's offer [2] - Warner Bros. Discovery has already entered into a deal with Netflix for the acquisition of its movie and TV studio, HBO, and streaming assets, while cable channels will be spun off into a separate entity [5] - The board of Warner Bros. Discovery is currently evaluating Paramount's latest offer [5]

Core Viewpoint - Warner Bros. Discovery Inc. plans to reject Paramount Skydance Corp.'s hostile takeover bid due to concerns over financing and other terms [1][2]. Group 1: Warner Bros. Response - Warner Bros.' board will urge shareholders to reject Paramount's tender offer, believing that their existing agreement with Netflix offers greater value and certainty [2]. - The response to Paramount's offer could be filed as early as Wednesday, but no final decision has been made yet [3]. - Concerns about the financing proposed by Paramount, particularly the revocable trust backing it, are significant for Warner Bros. [4]. Group 2: Paramount's Bid and Adjustments - Paramount's offer is $30 per share, valuing Warner Bros. at over $108 billion, including debt [9]. - Paramount has indicated that its $30-a-share offer is not its "best and final," suggesting potential for a higher bid [10]. - Adjustments to the bid have been made in response to Warner Bros.' concerns, including the withdrawal of $1 billion in financing from Tencent due to national security concerns [7]. Group 3: Regulatory and Business Concerns - Warner Bros. is worried about the ability to conduct business during the lengthy regulatory approval process for a sale [6]. - Paramount's offer does not provide enough flexibility for Warner Bros. to manage its business or balance sheet effectively [6]. - Warner Bros. has an agreement with Netflix that restricts soliciting other proposals but allows for consideration of incoming offers [11].

Core Viewpoint - Paramount is pursuing a hostile takeover of Warner Bros. Discovery (WBD) to acquire the company from Netflix, arguing that its offer is financially superior and less risky [2][3]. Group 1: Paramount's Offer - Paramount CEO David Ellison emphasized the company's commitment to building long-term value and enhancing the creative community, stating that they have made six offers to buy WBD, with the latest being $30 in cash per share [2]. - Paramount has taken its offer directly to WBD shareholders, indicating that it will buy their shares directly if they choose to sell, bypassing WBD's board and management [2][4]. - The company has set a deadline of January 8 for WBD shareholders to tender their shares, although this deadline may be extended [4]. Group 2: Regulatory and Competitive Landscape - Paramount claims to have "air-tight financing" to support its offer and intends to work collaboratively with regulators during the review process [3]. - In contrast, Paramount suggests that WBD's transaction with Netflix may face significant regulatory challenges due to Netflix's dominance in the streaming market [3]. - Netflix co-CEOs expressed confidence in closing their deal with WBD, indicating awareness of Paramount's takeover attempt [5].