Paramount's $30 all-cash offer provides greater value and certainty to WBD shareholders December 8, 2025 Disclaimer This presentation is provided for informational purposes only and for no other purpose. Certain information contained herein has been obtained from published sources prepared by third parties that Paramount Skydance Corporation ("Paramount") believes to be reliable. Moreover, certain information in this presentation is based on assumptions, estimates and other factors that were available to Pa ...

Core Viewpoint - Paramount Skydance has launched a hostile bid to acquire Warner Bros. Discovery (WBD) with an all-cash offer of $30 per share, which WBD previously rejected, amid concerns regarding Netflix's $72 billion acquisition of WBD's studio and streaming business [1][5][12]. Group 1: Acquisition Details - Paramount's offer is supported by equity from the Ellison family and RedBird Capital, along with debt financing from Bank of America, Citi, and Apollo [2]. - The Netflix deal, valued at $82.7 billion including debt, aims to create a significant entity in Hollywood, combining over 400 million streaming subscribers from Netflix and HBO Max [5]. - Paramount argues that its bid offers superior value and a quicker path to completion for WBD shareholders [4]. Group 2: Regulatory Concerns - President Trump has indicated that the Netflix-WBD deal could face antitrust scrutiny, stating he will be involved in the approval process [6][7]. - The Netflix acquisition does not require FCC approval as it excludes broadcast stations, but it is likely to face intense scrutiny from the US Department of Justice and other global regulators [8]. - Senior White House officials have already discussed antitrust concerns regarding the potential merger between WBD and Netflix [14]. Group 3: Market Reactions and Implications - Senator Elizabeth Warren has labeled the Netflix-WBD deal an "anti-monopoly nightmare," reflecting broader concerns in the industry [15]. - Netflix has committed to continuing theatrical releases for WBD films, marking a significant shift for the streaming service [17]. - The acquisition follows a recent $8.4 billion merger between Skydance Media and Paramount Global, which faced its own antitrust and political challenges [18].

Core Viewpoint - Paramount has launched a hostile bid of $108.4 billion to acquire Warner Bros. Discovery (WBD), which comes shortly after WBD agreed to be acquired by Netflix for $82.7 billion, indicating a competitive landscape in the media and entertainment industry [1][4]. Group 1: Bid Details - Paramount's offer is an all-cash bid of $30 per share, which is $18 billion more in cash than Netflix's offer of $27.75 per share, comprising $23.25 in cash and $4.50 in Netflix shares [1][2]. - Paramount is seeking to acquire the entirety of WBD, while Netflix's agreement only includes WBD's Hollywood studios and streaming business [2]. Group 2: Financing and Support - The bid is supported by equity financing from the Ellison family and private-equity firm RedBird Capital, along with $54 billion in debt commitments from Bank of America, Citi, and Apollo [3]. Group 3: Regulatory Concerns - Paramount's CEO expressed concerns that WBD's board is pursuing an inferior proposal that could expose shareholders to risks associated with a mix of cash and stock, uncertain future trading values, and regulatory approval challenges [3][6]. - Both the Netflix and Paramount deals are likely to raise antitrust concerns due to the significant market share of the combined companies [6]. Group 4: Financial Implications - Netflix has agreed to pay WBD $5.8 billion if its deal does not go through, while WBD would owe Netflix $2.8 billion if the agreement collapses [7].

Market Overview - U.S. equity markets opened positively on December 8, 2025, with all three major indexes showing gains, driven by optimism regarding a potential interest rate cut by the Federal Reserve [1] - The S&P 500 opened 0.11% higher at 6,878.27 points, reflecting a year-to-date increase of 12.83% [2] - The Nasdaq Composite rose 0.29% to 23,646.30 points, with a year-over-year growth of 18.72% [3] - The Dow Jones Industrial Average added 0.22% at 47,954.99 points, marking a 6.48% annual increase [4] Upcoming Economic Indicators - Key economic data releases are scheduled for the week, including the NFIB Business Optimism Index, ADP Employment Change, and JOLTs Job Openings [6] - Reports on MBA Mortgage Applications, Employment Cost Index, and Wholesale Inventories will also be released, providing insights into labor market dynamics and inflation pressures [6] Corporate Earnings and Developments - Major companies reporting earnings this week include AutoZone, Oracle, Adobe, Broadcom, Costco, and Lululemon, which could influence their respective sectors [7] - Netflix announced a $72 billion cash-and-stock deal to acquire Warner Bros. Discovery, leading to a drop in Netflix shares by approximately 2.9% while Warner Bros. Discovery shares surged over 5% [8] - Salesforce's stock jumped by 5.3% following strong earnings results, with other tech companies like Alphabet, Meta Platforms, and Broadcom also experiencing gains [9] Notable Stock Movements - Apple shares slipped by 0.7%, while Nvidia eased by 0.5%, contrasting with gains in other sectors such as ULTA Beauty, which rose by 12.65% [10] - Political developments include President Trump's announcement of a "One Rule" executive order for AI regulation, which may impact companies in the AI sector [11] - IQE extended its supply agreement with Lumentum Holdings, and Prudential is considering an IPO for its Indian joint venture, indicating strategic moves in the market [11]

Upgrades - HSBC upgraded Visa (V) to Buy from Hold with a price target of $389, up from $335, citing strong financial performance and growth in services [2] - BofA upgraded Synopsys (SNPS) to Neutral from Underperform with a price target of $500, down from $525, anticipating a positive outlook on its upcoming EPS call [3] - Morgan Stanley upgraded General Motors (GM) to Overweight from Equal Weight with a price target of $90, up from $54, reflecting a change in analyst coverage and a revised outlook for the auto sector [4] - TD Cowen upgraded Ulta Beauty (ULTA) to Buy from Hold with a price target of $725, up from $600, due to expectations of stronger merchandising and global growth under new management [4] - Truist upgraded Five Below (FIVE) to Buy from Hold with a price target of $216, up from $179, highlighting the significance of the company's Q3 report [5] Downgrades - Rosenblatt downgraded Netflix (NFLX) to Neutral from Buy with a price target of $105, down from $152, following a significant acquisition announcement [6] - Morgan Stanley downgraded Rivian (RIVN) to Underweight from Equal Weight with an unchanged price target of $12, expressing caution regarding the electric vehicle market [6] - Morgan Stanley also downgraded Lucid Group (LCID) to Underweight from Equal Weight with a price target of $10, down from $30, reflecting a similar cautious outlook [6] - Morgan Stanley downgraded Tesla (TSLA) to Equal Weight from Overweight with a price target of $425, up from $410, citing high valuation and a cautious industry outlook [6] - Deutsche Bank downgraded 3M (MMM) to Hold from Buy with a price target of $178, down from $199, indicating limited upside potential through 2028 [6] - Benchmark downgraded Marvell (MRVL) to Hold from Buy, removing the price target, due to competitive losses impacting growth projections [6]

Core Insights - Netflix has successfully acquired Warner Bros. Discovery's studio and streaming assets for an estimated $72 billion in equity value, totaling $82.7 billion in enterprise value, which includes the HBO Max streaming service and major franchises like Harry Potter and Game of Thrones [1] - This acquisition is expected to significantly enhance Netflix's position as the global streaming leader and improve its long-term value [2] Strategic Benefits - The Warner Bros. agreement will deepen Netflix's content library by adding a century-old studio catalog and globally recognized franchises, which will help attract and retain subscribers [3] - The acquisition is seen as a move to secure unparalleled intellectual property (IP) and scale Netflix's business for long-term growth, creating a "streaming powerhouse" [4] Financial Implications - The deal is anticipated to attract more subscribers and reduce reliance on costly original content production, with management targeting $2-$3 billion in annual cost synergies by the third year post-acquisition, which should enhance profit margins and free cash flow [5] - Upon completion of the takeover, expected within 12-18 months, Netflix will command a larger share of the streaming market, potentially increasing its pricing power and profitability for decades [6] ETF Considerations - Investing in ETFs that have substantial Netflix exposure can mitigate stock-specific risks associated with single-stock investments, especially given Netflix's recent earnings miss that led to a significant share price drop [7][8] - ETFs provide a diversified approach to benefit from Netflix's growth while cushioning against potential setbacks [9] Recommended ETFs - **First Trust Dow Jones Internet Index Fund (FDN)**: Net assets of $6.88 billion, with Netflix accounting for 8.27% of the fund. Year-to-date gain of 12.3% and charges 49 basis points in fees [11][12] - **FT Vest Dow Jones Internet & Target Income ETF (FDND)**: Net assets of $10.3 million, with Netflix at 8.23%. Year-to-date gain of 10.9% and charges 75 basis points in fees [13][14] - **Communication Services Select Sector SPDR Fund (XLC)**: Assets under management of $27.73 billion, with Netflix at 5.08%. Year-to-date gain of 22% and charges 8 basis points in fees [15][16]

Core Viewpoint - Paramount Skydance is making a hostile bid to acquire Warner Bros. Discovery after losing a bidding war to Netflix for legacy assets [1][4]. Group 1: Bid Details - Paramount is offering an all-cash bid of $30 per share to WBD shareholders, which was previously rejected by WBD [2]. - The bid is supported by equity financing from the Ellison family and RedBird Capital, along with $54 billion in debt commitments from Bank of America, Citi, and Apollo Global Management [2]. Group 2: Market Reactions - Shares of Paramount increased by approximately 3% in premarket trading, while shares of Warner Bros. Discovery rose about 5% [3]. Group 3: Competitive Landscape - Netflix announced a deal to acquire WBD's studio and streaming assets for $72 billion, which has raised antitrust concerns due to the potential combination of two dominant streaming platforms [4][6]. - Comcast has also shown interest in bidding for WBD's streaming and studio businesses [4]. Group 4: Regulatory Considerations - Paramount executives believe their deal will face a shorter regulatory approval process due to the company's smaller size and favorable relationship with the Trump administration [5].

Recent moves for the streamer's shares suggest investors are hopeful that the White House will put the kibosh on the acquisition. ...

Netflix's winning bid for Warner Brothers Discovery's film and streaming assets still has obviously a long way to go before it's finalized. Joining us now with his take on the deal, former MTV president and COO Michael Wolf. He's co-founder uh and CEO of Activate. Just what what do you think what had happened and and your overall impression? >> I it's a must do for Netflix >> for Netflix. >> And there are a couple reasons. One, for anybody to succeed in streaming, they need two things. They would need one g ...

A Wall Street sign is viewed in front of the New York Stock Exchange.Eduardo Munoz | AFP | Getty ImagesThis is CNBC's Morning Squawk newsletter. Subscribe here to receive future editions in your inbox.Here are five key things investors need to know to start the trading day:1. Secret SantaThe three major indexes are coming off back-to-back winning weeks, with the S&P 500 on Friday rising closer to records it set earlier this year. Stocks' advances came as investors geared up for the last Federal Reserve poli ...