Paramount launches hostile takeover bid for Warner Bros.
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Paramount on Monday launched a hostile takeover bid to buy Warner Bros. Discovery, going directly to shareholders with an all-cash, $30-per-share offer.
Why it matters: The counter move follows Paramount being bested by Netflix in a competitive bidding process to buy Warner Bros. Discovery.
By the numbers: The hostile bid values the entirety of the Warner Bros. entity, including its cable networks, at around $108 billion. Netflix's bid valued Warner Bros.' studio and streaming assets at nearly $83 billion.
- "We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process," Paramount CEO and chair David Ellison said in a statement.
Between the lines: On a call with investors later on Monday, Ellison and Paramount COO Andy Gordon stressed two reasons they believe their bid is superior to Netflix's:
- They argued that the value their bid places on the Warner Bros. cable networks is superior to the value that they would trade at as a stand-alone company, based on analysts' estimates of how Comcast's separated cable networks are expected to trade.
- Their bid would face fewer regulatory hurdles, they said, given Netflix's dominance in streaming.
- Warner Bros. shares were up more than 3% early Monday afternoon but trading below the per-share values of both offers.
The executives also tried to appeal to Hollywood's brass and President Trump's America-first agenda by committing to release at least 30 films in theaters annually.
- "Movies are one of America's greatest exports, and we want to lean into that, not diminish it," Ellison said.
- On Sunday, Trump said that there "could be a problem" with the Netflix deal. (Netflix has said it is "highly confident" in the regulatory process.)
Zoom in: In a press statement, Paramount said its bid is backstopped by the Ellison family and RedBird Capital in addition to $54 billion debt "fully committed by Bank of America, Citi and Apollo."
The intrigue: While Paramount's initial press statement didn't include a mention of sovereign wealth funds, a separate securities filing said its other outside financing partners include the Kingdom of Saudi Arabia's Public Investment Fund, Abu Dhabi's L'imad Holding Company, the Qatar Investment Authority (Qatar) and Jared Kushner's Affinity Partners.
- Those funders, the filing said, "have agreed to forgo any governance rights — including board representation — associated with their non-voting equity investments," in order to avoid any national security concerns by the Committee on Foreign Investment in the United States.
- Asked during the investor call why the sovereign wealth funds — which will be contributing $24 billion toward the bid's debt financing — would be willing to spend so much without any governance or board seats, Ellison and Gordon said that their investor partners were looking at the potential for returns.
What to watch: Netflix agreed to pay Warner Bros. a $5.8 billion breakup fee should the deal fall apart. Warner Bros. said it would pay a $2.8 billion breakup fee if it pulled out of the Netflix deal in the pursuit of a different bid.
Editor's note: This story has been updated with additional details.
