Navigation

© Zeal News Africa

High Stakes: Paramount and Netflix Wage War for Warner Bros. Discovery Amidst Political Scrutiny

Published 1 hour ago5 minute read
Precious Eseaye
Precious Eseaye
High Stakes: Paramount and Netflix Wage War for Warner Bros. Discovery Amidst Political Scrutiny

The media industry is currently witnessing a high-stakes battle for control over Warner Bros. Discovery (WBD), with two significant contenders vying for acquisition: Netflix and Paramount Skydance. Netflix initially announced an $83.7 billion agreement to acquire WB’s studios, HBO, HBO Max, and games divisions. This was quickly followed by a hostile takeover bid from David Ellison’s Paramount Skydance, offering a “superior” all-cash deal of $30 per share, valuing WBD at an enterprise value of $108.4 billion, and directly appealing to shareholders.

Paramount Skydance, led by CEO David Ellison, is aggressively pursuing its bid, arguing that its all-cash offer provides greater value and more certainty compared to Netflix’s transaction. Paramount’s letter to WBD shareholders detailed their view that Netflix’s offer, combining cash, stock, and a share in WBD’s Global Networks spin-off, undervalues the company, particularly the TV networks group. Paramount estimates Global Networks is worth around $1 per share, whereas WBD’s rejection of their $30/share offer implies a much higher valuation from the board. Ellison highlighted the financial superiority, lower cash component from Netflix, exposure to Netflix stock volatility during a potentially two-year regulatory review, and the risk shareholders retain with the Global Networks standalone plan. Paramount’s financing is presented as air-tight, backed by $41 billion in new equity from the Ellison family and RedBird Capital, and $54 billion in debt commitments, with an equity commitment from the Ellison family trust, which holds over $250 billion in assets.

Paramount also asserts that its offer entails a much shorter and more certain path to completion regarding regulatory approval. They have already filed for Hart-Scott-Rodino (HSR) approval in the United States and announced the case to the European Commission. In contrast, Paramount argues that Netflix’s deal faces severe regulatory uncertainty, particularly in Europe, due to its dominant global streaming market share, which would reach approximately 43% when combined with HBO Max, more than double its closest competitor. Paramount criticizes Netflix's attempt to broaden market definitions to include platforms like YouTube and TikTok to mask its SVOD dominance, a tactic they believe no regulator has ever accepted. Paramount also points out that Netflix’s regulatory remedy commitments expressly state no remedy can be imposed on Netflix’s business, unlike Paramount’s willingness to agree to remedies. Furthermore, Paramount noted an "outside date" of 21 months for Netflix's deal and a smaller regulatory reverse termination fee compared to Paramount’s $5 billion fee plus an incremental $800 million.

The acquisition bids have attracted significant political and industry scrutiny. President Donald Trump has stated he is withholding judgment but will be actively involved in the government review of the Netflix-WBD deal. He expressed concerns about Netflix potentially amassing monopoly power, despite meeting with Netflix co-CEO Ted Sarandos, whom he called a "fantastic man." Trump also has a complex relationship with the Ellisons, who are described as "big supporters." However, he recently lashed out at them over a "60 Minutes" segment featuring Rep. Marjorie Taylor Greene, criticizing Paramount's new ownership for allowing the show to air. This follows a previous $16 million settlement Paramount Global paid Trump to resolve a lawsuit over another "60 Minutes" segment. Trump's son-in-law, Jared Kushner, through his Affinity Partners, is a backer of the Paramount bid, although Trump claims he has never discussed the deal with Kushner. Past actions, such as the Justice Department's attempt to block AT&T's acquisition of Time Warner during his first term, suggest Trump's involvement could be politically motivated.

Adding another layer of complexity, Democratic lawmakers U.S. Reps. Sam Liccardo and Ayanna Pressley have raised "serious national security concerns" regarding Paramount Skydance’s hostile takeover bid. Their primary worry stems from the involvement of foreign-backed financiers, specifically the sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi, as well as Jared Kushner’s Affinity Partners, which is backed by a $2 billion investment from the Saudi Public Investment Fund. They argue that such a transaction could transfer substantial influence over a major American media company to foreign entities, potentially compromising editorial independence, content moderation, distribution priorities, and access to Americans' private data. The lawmakers cited U.S. intelligence agencies' implication of Saudi Crown Prince Mohammed bin Salman in the murder of journalist Jamal Khashoggi as a reason for heightened concern. They demanded that WBD file a notice with the Committee on Foreign Investment in the United States (CFIUS) for a full national security review, emphasizing that a transaction combining a major media portfolio with foreign-backed capital "plainly warrants that scrutiny." Paramount, however, asserts that the Arab wealth funds and Affinity Partners have agreed to forgo any governance rights, making a CFIUS review unnecessary in their view.

Beyond political concerns, the broader entertainment industry has voiced apprehension. Michael O’Leary, president and CEO of Cinema United, the world’s largest lobbying group for movie theater owners, expressed significant worry about Netflix acquiring Warner Bros. Discovery. O’Leary cited Cinema United research indicating that when a sizable studio absorbs another, the total volume of film production for theatrical release declines by an average of 43%. He highlighted the critical need for "the next 80" movies—smaller and medium-sized films—to bolster the industry beyond blockbusters, noting that these films disproportionately suffer from reduced marketing and theatrical run times post-pandemic. O’Leary emphasized that the industry cannot sustain itself solely as a blockbuster-driven enterprise.

David Ellison's letter also criticized WBD’s "murky sale process," stating that WBD’s advisors never provided a single markup of Paramount’s transaction documents or engaged in "real time" negotiating sessions. Ellison noted that despite Paramount’s comprehensive $30 per share all-cash offer, fully committed and ready for signing, WBD sprinted towards a deal with Netflix. Ellison is urging WBD shareholders to tender their shares to "register their view with the WBD board of directors that they prefer the superior Paramount transaction." The WBD board is required to review Paramount’s offer and issue a recommendation within 10 business days, though Paramount noted its $30/share proposal was not its "best and final" offer, implying potential for a higher bid.

Loading...
Loading...

You may also like...