Core Viewpoint - Warner Bros. Discovery's board is set to review an offer from Larry Ellison to personally guarantee Paramount Skydance's $78 billion hostile takeover bid, amidst a competitive landscape that currently favors Netflix [1][6]. Group 1: Offer and Review Process - Larry Ellison's personal guarantee, valued at over $250 billion, is part of the strategy to bolster Paramount Skydance's bid, which has been extended to January 21 for investors to tender their shares [6]. - The board's review is anticipated due to the contentious nature of the bidding war, which may lead to legal disputes [2][10]. - Paramount Skydance is reportedly considering increasing its bid from $30 per share by up to 10%, but has no immediate plans to do so [7]. Group 2: Competitive Landscape - The Netflix offer is seen as facing regulatory challenges and relies on a stock component that has been declining in value, contrasting with Paramount Skydance's all-cash bid [11]. - WBD's cable properties are expected to be valued at up to $4 per share in a spin-off deal, potentially raising the overall value of the Netflix offer above Paramount Skydance's bid [12]. - Concerns have been raised regarding the debt levels associated with WBD's cable properties, which amount to $18 billion, suggesting that the valuation may be inflated compared to similar deals [14]. Group 3: Investor Sentiment - Only a small fraction of Paramount Skydance's investors have supported the bid, with just 400,000 shares voted out of 2.6 billion [7]. - Some investors, including Mario Gabelli, have expressed a preference for the Paramount offer and have called for Netflix to revise its proposal [14]. - There are allegations from Paramount Skydance that WBD's bidding process was biased in favor of Netflix due to personal connections between executives [16][17].

Paramount on Monday amended its hostile bid for Warner Bros. Discovery, adding an “irrevocable personal guarantee” from Larry Ellison in support of the $108 billion proposal. WBD last week raised a range of concerns about the offer, noting it had already formally accepted a bid from Netflix for $82.7 billion. Ellison, one of the world’s richest men, has long been a backer of Skydance, which is run by his son, David. While the elder Ellison is a participant in the proposed WBD transaction, the board of WBD ...

Core Viewpoint - The media giant Warner Bros. Discovery (WBD) is defending its decision to select Netflix over Paramount in a recent auction, amidst a hostile takeover attempt from Paramount valued at $108 billion, while Netflix's offer was $82.7 billion [1][4]. Group 1: Auction Process and Decisions - WBD's board urged shareholders to reject Paramount's hostile bid, providing context for choosing Netflix's offer, which they deemed superior [4][15]. - Paramount's bid included an all-cash offer of $30 per share, which WBD disputes as not superior to Netflix's offer [12][16]. - The auction process involved multiple bids from Paramount, with WBD asserting that Paramount's proposals were not adequately addressed during discussions [17][20]. Group 2: Legal and Communication Issues - A letter from Paramount's lawyers accused WBD of management conflicts and bias, which WBD countered by stating that the letter was a pressure tactic [3][5]. - WBD highlighted that the legal letter from Paramount's attorneys contained no actionable proposals and relied on inaccurate media reports [10][11]. - Communication between WBD and Paramount was characterized by a lack of constructive engagement, with WBD noting that Paramount's legal advisors acknowledged the December 3 letter was a mistake [6][7]. Group 3: Executive Compensation and Implications - WBD's CEO David Zaslav stands to gain significantly from the merger, with potential payouts exceeding $500 million if Paramount's offer succeeds [22][23]. - The compensation package for Zaslav includes a cash severance of $30 million, equity worth nearly $538 million, and additional benefits [23]. - The ongoing negotiations and potential merger agreements are expected to include details on executive payouts, which could impact shareholder perceptions [24].

Key Points Warner Bros. Discovery recommended that shareholders reject Paramount's tender offer. WBD said that the non-binding offer could be terminated at any time. Paramount gave a full-throated response. 10 stocks we like better than Warner Bros. Discovery › Paramount Skydance's (NASDAQ: PSKY) last-ditch bid to win the bidding war for Warner Bros. Discovery (NASDAQ: WBD) took a step backward on Wednesday after WBD recommended that its shareholders reject Paramount's tender offer, or the hostile ...

Warner Bros. Discovery disclosed Zaslav would receive more than $500 million in equity if Netflix’s bid closes.Warner Bros. Discovery CEO David Zaslav was offered a compensation package of “several hundred million dollars” if Paramount’s hostile takeover of the company was completed, according to a regulatory filing Wednesday, though he stands to earn just as much if a Netflix deal is approved.According to a Securities and Exchange Commission filing, Zaslav told Warner Bros. Discovery’s board on Sept. 25 th ...

Paramount on Wednesday reaffirmed its $108 billion hostile takeover bid for Warner Bros. Discovery, which earlier insisted its shareholders reject the proposal in favor of Netflix.In a letter to shareholders, Warner Bros. Discovery said the David Ellison-led hostile offer was “inferior” to Netflix’s offer valuing its studio and streaming businesses at $27.75 per share.In the three-page letter, Warner Bros. Discovery chair Samuel DiPiazza said the board conducted another review of Paramount’s latest offer an ...

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].

Warner Bros Discovery has urged shareholders to reject a $108.4bn hostile takeover offer from Paramount Skydance, branding it “inadequate” amid an extraordinary corporate battle to control the legacy media conglomerate.WBD agreed to sell its storied movie studios, HBO cable network and streaming service to Netflix in a $82.7bn deal earlier this month, setting the stage for a seismic shift in Hollywood’s industrial landscape.But Paramount, which had privately bid for WBD before the Netflix deal was unveiled, ...

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 ...