Netflix and Paramount are locked in an epic tug-of-war for HBO and Warner Bros. — the historic film factory behind Batman, Harry Potter, Scooby-Doo, “Casablanca” and “The Matrix.”
Warner Bros. Discovery awarded the prize to Netflix, prompting Paramount to mount a hostile takeover bid valued at $108 billion for all of the Warner assets, which also include CNN, TBS, HGTV and TLC. The Larry Ellison-backed media company, run by his son David Ellison, has asked Warner shareholders to sell their shares to Paramount.
Warner Bros.’ sale has become the industry’s game of thrones.
The streaming king, Netflix, hopes to buy a chunk of the company — HBO, HBO Max, Warner Bros. film and TV studios and the 110-acre lot in Burbank — through its $82.7-billion deal. Not included are Warner’s basic cable channels, which are set to be spun off into a separate, publicly-traded company called Discovery Global.
Both deals would fundamentally reorder Hollywood and raise antitrust concerns. Netflix would boast more than 400 million subscribers worldwide, furthering its market dominance. And Paramount’s takeover would combine two major film studios and two leading news organizations, CNN and CBS News, under Ellison family control.
Billionaire Larry Ellison has stepped up, agreeing to personally guarantee part of Paramount’s bid for rival Warner Bros. Discovery.
Ellison’s personal guarantee of $40.4 billion in equity, disclosed Monday, ups the ante in the acrimonious auction for Warner Bros. movie and TV studios, HBO, CNN and Food Network.
Ellison, whose son David Ellison is chief executive of Paramount, agreed not to revoke the Ellison family trust or adversely transfer its assets while the transaction is pending. Paramount’s $30-a-share offer remains unchanged.
Warner Bros. Discovery’s board this month awarded the prize to Netflix. The board rejected Paramount’s $108.4-billion deal, largely over concerns about the perceived shakiness of Paramount’s financing.
Paramount shifted gears and launched a hostile takeover, appealing directly to Warner shareholders, offering them $30 a share.
“We amended this Offer to address Warner Bros. stated concerns regarding the Prior Proposal and the December 8 Offer,” Paramount said in a Monday Securities & Exchange Commission filing. “Mr. Larry Ellison is providing a personal guarantee of the Ellison Trust’s $40.4 billion funding obligation.”
The Ellison family acquired the controlling stake in Paramount in August. The family launched their pursuit of Warner Bros. in September but Warner’s board unanimously rejected six Paramount proposals.
Paramount started with a $19 a share bid for the entire company. Netflix has offered $27.75 a share and only wants the Burbank studios, HBO and the HBO Max streaming service. Paramount executives have held meetings with Warner investors in New York, where they echoed the proposal they’d submitted in the closing hours of last week’s auction.
On Monday, Paramount also agreed to increase the termination fee to $5.8 billion from $5 billion, matching the one that Netflix offered.
Warner Bros. board voted unanimously to accept Netflix’s $72-billion offer, citing Netflix’s stronger financial position, the board has said.
Three Middle Eastern sovereign wealth funds representing royal families in Saudi Arabia, Qatar and Abu Dhabi have agreed to provide $24 billion of the $40.4-billion equity component that Ellison is backing.
The Ellison family has agreed to cover $11.8-billion of that. Initially, Paramount’s bid included the private equity firm of Jared Kushner, Trump’s son-in-law, but Kushner withdrew his firm last week.
Paramount confirmed that the Ellison family trust owns about 1.16 billion shares of Oracle common stock and that all material liabilities are publicly disclosed.
“In an effort to address Warner Bros.’s amorphous need for ‘flexibility’ in interim operations, Paramount’s revised proposed merger agreement offers further improved flexibility to Warner Bros. on debt refinancing transactions, representations and interim operating covenants,” Paramount said in its statement.
Paramount has been aggressively pursuing Warner Bros. for months.
David Ellison was stunned earlier this month when the Warner Bros. board agreed to a deal with Netflix for $82.7 billion for the streaming and studio assets.
Paramount subsequently launched its hostile takeover offer in a direct appeal to shareholders. Warner Bros. board urged shareholders to reject Paramount’s offer, which includes $54 billion in debt commitments, deeming it “inferior” and “inadequate.” The board singled out what it viewed as uncertain financing and the risk implicit in a revocable trust that could cause Paramount to terminate the deal at any time.
Paramount, controlled by the Ellisons, is competing with the most valuable entertainment company in the world to acquire Warner Bros.
Executives from both Paramount and Netflix have argued that they would be the best owners and utilize the Warner Bros. library to boost their streaming operations.
In its letter to shareholders and a detailed 94-page regulatory filing last week, Warner Bros. hammered away at risks in the Paramount offer, including what the company described as the Ellison family’s failure to adequately backstop their equity commitment.
The equity is supported by “an unknown and opaque revocable trust,” the board said. The documents Paramount provided “contain gaps, loopholes and limitations that put you, our shareholders, and our company at risk.”
Netflix also announced Monday that it has refinanced part of a $59 billion bridge loan with cheaper and longer-term debt.
Dec. 22 (UPI) — Paramount Skydance amended its hostile bid to take over Warner Bros. Discovery, guaranteeing the backing of Larry Ellison.
“Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount,” the company said in a press release. Ellison also agreed not to revoke the Ellison family trust or adversely transfer its assets during the pendency of the transaction.
Last week, WBD urged its shareholders not to accept Paramount’s bid, saying it wasn’t backed by billionaire Larry Ellison, father of Paramount’s CEO.
Paramount didn’t raise its bid of $30 a share, saying it believes the bid is superior. But it did raise its proposed reverse breakup fee to match Netflix’s offer.
“What we’ve done in this amended filing is we’ve cleared the brush of obfuscation around the offer,” said Gerry Cardinale, founder and managing partner of RedBird Capital Partners, on CNBC’s Squawk Box on Monday.
RedBird is an investor in Paramount Skydance and has committed to financing the proposed purchase.
Cardinale said the bid is backed by 1.2 billion Oracle shares in an irrevocable trust.
“Like we’ve done through the six bids that we’ve made, we are being responsive to what their concerns are,” Cardinale said.
Warner Bros. Discovery shares jumped 4% in early trading Monday, while Paramount shares rose almost 6%, CNBC reported. Netflix shares dipped slightly.
“Paramount has repeatedly demonstrated its commitment to acquiring WBD. Our $30 per share, fully financed all-cash offer was on Dec. 4, and continues to be, the superior option to maximize value for WBD shareholders,” David Ellison said in a statement. “Because of our commitment to investment and growth, our acquisition will be superior for all WBD stakeholders, as a catalyst for greater content production, greater theatrical output, and more consumer choice. We expect the board of directors of WBD to take the necessary steps to secure this value-enhancing transaction and preserve and strengthen an iconic Hollywood treasure for the future.”
Warner Bros. Discovery has sharply rejected Paramount’s latest offer, alleging the Larry Ellison family has failed to put real money behind Paramount’s $78-billion bid for Warner’s legendary movie studio, HBO and CNN.
Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family,” Warner Bros. Discovery’s board wrote in a Wednesday letter to its shareholders filed with the Securities & Exchange Commission.
“It does not, and never has,” the Warner board said.
For Warner, what was missing was a clear declaration from Paramount that the Ellison family had agreed to commit funding for the deal. A Paramount representative was not immediately available for comment Wednesday.
The Warner auction has taken a nasty turn. Last week, Paramount launched a hostile takeover campaign for Warner after losing the bidding war to Netflix. Warner board members unanimously approved Netflix’s $72-billion deal for the Warner Bros. film and television studios, HBO and HBO Max.
In its letter, the Warner board reaffirmed its support for Netflix’s proposal, saying it represented the best deal for shareholders. Warner board members urged investors not to tender their shares to Paramount.
Board members said they were concerned that Paramount’s financing was shaky and the Ellison family’s assurances were far from ironclad. Warner also said Paramount’s proposal contained troubling caveats, such as language in its documents that said Paramount “reserve[d] the right to amend the offer in any respect.”
The Warner board argued that its shareholders could be left holding the bag.
Paramount Chief Executive David Ellison has argued his $78-billion deal is superior to Netflix’s proposal.
(Evan Agostini / Evan Agostini/invision/ap)
Paramount Chairman David Ellison has championed Paramount’s strength in recent weeks saying his company’s bid for all of Warner Bros. Discovery, which includes HBO, CNN and the Warner Bros. film and television studios, was backed by his wealthy family, headed by his father, Oracle co-founder Larry Ellison, one of the world’s richest men.
In its letter last week to shareholders, asking for their support, Ellison wrote that Paramount delivered “an equity commitment from the Ellison family trust, which contains over $250 billion of assets,” including more than 1 billion Oracle shares.
In regulatory filings, Paramount disclosed that, for the equity portion of the deal, it planned to rely on $24 billion from sovereign wealth funds representing the royal families of Saudi Arabia, Qatar and Abu Dhabi as well as $11.8 billion from the Ellison family (which also holds the controlling shares in Paramount). This week, President Trump’s son-in-law Jared Kushner’s Affinity Partners private equity firm pulled out of Paramount’s financing team.
Paramount’s bid would also need more than $60 billion in debt financing.
Paramount has made six offers for Warner Bros., and its “most recent proposal includes a $40.65 billion equity commitment, for which there is no Ellison family commitment of any kind,” the Warner board wrote.
“Instead, they propose that [shareholders] rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding,” the board said.
Throughout the negotiations, Paramount, which trades under the PSKY ticker, failed to present a solid financing commitment from Larry Ellison — despite Warner’s bankers telling them that one was necessary, the board said.
“Despite … their own ample resources, as well as multiple assurances by PSKY during our strategic review process that such a commitment was forthcoming – the Ellison family has chosen not to backstop the PSKY offer,” Warner’s board wrote.
Board members argued that a revocable trust could always be changed. “A revocable trust is no replacement for a secured commitment by a controlling stockholder,” according to the board letter.
David Ellison has insisted Paramount’s Dec. 4 offer of $30 a share was superior to Netflix’s winning bid. Paramount wants to buy all of Warner Bros. Discovery, while Netflix has made a deal to take Warner’s studios, its spacious lot in Burbank, HBO and HBO Max streaming service.
Paramount’s lawyers have argued that Warner tipped the auction to favor Netflix.
Paramount, which until recently enjoyed warm relations with President Trump, has long argued that its deal represents a more certain path to gain regulatory approvals. Trump’s Department of Justice would consider any anti-trust ramifications of the deal, and in the past, Trump has spoken highly of the Ellisons.
However, Warner’s board argued that Paramount might be providing too rosy a view.
“Despite PSKY’s media statements to the contrary, the Board does not believe there is a material difference in regulatory risk between the PSKY offer and the Netflix merger,” the Warner board wrote. “The Board carefully considered the federal, state, and international regulatory risks for both the Netflix merger and the PSKY offer with its regulatory advisors.”
The board noted that Netflix agreed to pay a record $5.8 billion if its deal fails to clear the regulatory hurdles.
Paramount has offered a $5 billion termination fee.
Should Warner abandon the transaction with Netflix, it would owe Netflix a $2.8 billion break-up fee.
Warner also pointed to Paramount’s promises to Wall Street that it would shave $9 billion in costs from the combined companies. Paramount is in the process of making $3 billion in cuts since the Ellison family and RedBird Capital Partners took the helm of the company in August.
For more than a century, Warner Bros has been one of Hollywood’s biggest players, a legacy studio that helped define the Golden Age of cinema with iconic blockbuster movies. Now, it’s at the centre of a contentious, billion-dollar bidding war between Netflix, the world’s leading streaming platform, and Paramount Skydance, owned by the powerful Ellison family, which has close ties to President Trump.
Whichever way this goes, the outcome isn’t looking great.
Contributors: Matt Craig – Reporter, Forbes Daheli Hall – Writer and director Lee Hepner – Antitrust lawyer Dominic Patten – Executive editor, Deadline
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The sale of Warner Bros. — whether in pieces to Netflix or in its entirety to Paramount — is stirring mounting worries among Hollywood union leaders about the possible fallout for their members.
Unions representing writers, directors, actors and crew workers have voiced growing concerns that further consolidation in the media industry will reduce competition, potentially causing studios to pay less for content, and make it more difficult for people to find work.
“We’ve seen this movie before, and we know how it ends,” said Michele Mulroney, president of the Writers Guild of America West. “There are lots of promises made that one plus one is going to equal three. But it’s very hard to envision how two behemoths, for example, Warner Bros. and Netflix … can keep up the level of output they currently have.”
Last week, Netflix announced it agreed to buy Warner Bros. Discovery’s film and TV studio, Burbank lot, HBO and HBO Max for $27.75 a share, or $72 billion. It also agreed to take on more than $10 billion of Warner Bros.’ debt. But Paramount, whose previous offers were rebuffed by Warner Bros., has appealed directly to shareholders with an alternative bid to buy all of the company for about $78 billion.
Paramount said it will have more than $6 billion in cuts over three years, while also saying the combined companies will release at least 30 movies a year. Netflix said it expects its deal will have $2 billion to $3 billion in cost cuts.
Those cuts are expected to trigger thousands of layoffs across Hollywood, which has already been squeezed by the flight of production overseas and a contraction in the once booming TV business.
Mulroney said that employment for WGA writers in episodic television is down as much as 40% when comparing the 2023-2024 writing season to 2022-2023.
Executives from both companies have said their deals would benefit creative talent and consumers.
But Hollywood union leaders are skeptical.
“We can hear the generalizations all day long, but it doesn’t really mean anything unless it’s on paper, and we just don’t know if these companies are even prepared to make promises in writing,” said Lindsay Dougherty, Teamsters at-large vice president and principal officer for Local 399, which represents drivers, location managers and casting directors.
Dougherty said the Teamsters have been engaged with both Netflix and Paramount, seeking commitments to keep filming in Los Angeles.
“We have a lot of members that are struggling to find work, or haven’t really worked in the last year or so,” Dougherty said.
Mulroney said her union has concerns about both bids, either by Netflix or Paramount.
“We don’t think the merger is inevitable,” Mulroney said. “We think there’s an opportunity to push back here.”
If Netflix were to buy Warner Bros.’ TV and film businesses, Mulroney said that could further undermine the theatrical business.
“It’s hard to imagine them fully embracing theatrical exhibition,” Mulroney said. “The exhibition business has been struggling to get back on its feet ever since the pandemic, so a move like this could really be existential.”
But the Writers Guild also has issues with Paramount’s bid, Mulroney said, noting that it would put Paramount-owned CBS News and CNN under the same parent company.
“We have censorship concerns,” Mulroney said. “We saw issues around [Stephen] Colbert and [Jimmy] Kimmel. We’re concerned about what the news would look like under single ownership here.”
That question was made more salient this week after President Trump, who has for years harshly criticized CNN’s hosts and news coverage, said he believes CNN should be sold.
The worries come as some unions’ major studio contracts, including the DGA, WGA and performers guild SAG-AFTRA, are set to expire next year. Two years ago, writers and actors went on a prolonged strike to push for more AI protections and better wages and benefits.
The Directors Guild of America and performers union SAG-AFTRA have voiced similar objections to the pending media consolidation.
“A deal that is in the interest of SAG-AFTRA members and all other workers in the entertainment industry must result in more creation and more production, not less,” the union said.
SAG-AFTRA National Executive Director Duncan Crabtree-Ireland said the union has been in discussions with both Paramount and Netflix.
“It is as yet unclear what path forward is going to best protect the legacy that Warner Brothers presents, and that’s something that we’re very actively investigating right now,” he said.
It’s not clear, however, how much influence the unions will have in the outcome.
“They just don’t have a seat at the ultimate decision making table,” said David Smith, a professor of economics at the Pepperdine Graziadio Business School. “I expect their primary involvement could be through creating more awareness of potential challenges with a merger and potentially more regulatory scrutiny … I think that’s what they’re attempting to do.”
