Warner Bros. Explores Resuming Sale Talks with Paramount

Deep News
Feb 16

According to individuals familiar with the matter, Warner Bros. Discovery is considering reopening sale discussions after receiving a newly revised acquisition offer from rival Paramount Global. Sources indicate that Warner Bros. board members are evaluating whether Paramount can present a path to a superior deal, a move that could potentially initiate a second round of bidding against Netflix. The individuals, who requested anonymity due to discussions of private information, stated that the board has not yet decided on a response and may choose to proceed with the company's current agreement with Netflix. Paramount submitted revised terms last week, addressing several key concerns: it would cover the $2.8 billion fee payable to Netflix if Warner Bros. terminates their existing agreement and has committed to providing backstop support for refinancing Warner Bros.' debt. Paramount also indicated it would compensate Warner Bros. shareholders if the transaction fails to close by December 31, underscoring its confidence in securing swift regulatory approval. Warner Bros. still holds some reservations about Paramount's offer, many of which have been outlined in previous statements. However, this marks the first time the board has considered that Paramount's proposal could potentially lead to a better deal or pressure Netflix to increase its bid. Warner Bros. had previously agreed to sell its namesake film studio and HBO Max streaming business to Netflix for $27.75 per share. Warner Bros. is accelerating efforts to secure shareholder approval for the Netflix transaction. Meanwhile, Paramount, which owns CBS and MTV, is directly lobbying Warner Bros. shareholders with its $30 per share tender offer and seeking regulatory clearance for its proposed deal. Both Paramount and streaming giant Netflix have expressed willingness to improve their offers to acquire the major U.S. media company. Paramount CEO David Ellison stated the current bid is not necessarily final, while Netflix management has also signaled to shareholders that it is prepared to raise its offer. Both companies remain cautious about overcommitting. Netflix's stock has declined more than 40% from its June peak, partly due to investor concerns about a potential acquisition of Warner Bros. Chris Marangi, Co-Chief Investment Officer at Gabelli Funds, expressed some disappointment that Paramount did not raise its offer this week but noted the latest term adjustments show the company is seeking "to be creative on deal structure." "Like the Warner Bros. board, I would like to see a superior offer," said Marangi, whose firm holds Warner Bros. stock. If Warner Bros. decides to restart negotiations with Paramount, it must first notify Netflix. Warner Bros. would then seek to secure an offer from Paramount above $30 per share. Should Warner Bros. determine that Paramount's new proposal is superior, Netflix would have the right to match the competing bid. Paramount triggered the auction process for Warner Bros. last year through an unsolicited tender offer. The company made multiple price increases but was ultimately outbid by Netflix. Paramount management has maintained that its deal structure is superior and has continued to lobby regulators and shareholders over recent months. Several Warner Bros. shareholders, including Parnassus Investments and Anchorage Capital Group, have publicly urged the board to engage in talks with Paramount. However, according to the latest tally, only 42.3 million shares have been tendered to Paramount's offer, representing less than 2% of the outstanding shares.

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