Paramount, Netflix brace for prolonged fight to buy Warner Bros Discovery

By Lucas Shaw

 

Paramount Skydance Corp. and Netflix Inc. — the entertainment heavyweights locked in a bidding war for Warner Bros Discovery Inc. — are girding for a battle they predict will stretch well into 2026.

 

Warner Bros was given 10 business days to respond to Paramount’s hostile $30-a-share bid for the company on Monday. Since that offer was already rejected once, the Warner Bros board isn’t planning to cancel the merger agreement signed last week with Netflix, according to people familiar with the company’s thinking. Doing so would require Warner Bros to pay Netflix a $2.8 billion termination fee.

 

That puts the onus on Paramount to make the next move in what everyone expects to be a drawn-out affair lasting months. Paramount can follow through on its tender offer to buy Warner Bros shares from investors at $30 each on Jan. 8. It can also extend the bid, sue to stop the Netflix deal or increase the terms.

 

Does the purchase price “move up another $5 or $10 billion? I think it probably does,” Kevin Mayer, the former top dealmaker at Walt Disney Co., said at the UBS media conference on Tuesday. “Going directly to shareholders with the same deal that the board rejected probably doesn’t win it.”

 

Shareholders of Warner Bros, one of Hollywood’s biggest film and TV companies, are hoping for a bidding war that further boosts the price of the deal. Paramount’s bid values the parent of HBO at $108.4 billion, including debt. Netflix is offering a mix of cash and stock for the Warner Bros studios, streaming and HBO businesses. 

 

Both companies have communicated that they have the ability to increase their offers, according to the people, who asked not to be identified discussing private deliberations.

 

Before taking any next steps, Paramount will have to gauge how much support it has from Warner Bros investors. Chief Executive Officer David Ellison has been making the rounds in Washington and on Wall Street to win backing for his offer. Some investors, including Mario Gabelli, have voiced support for Paramount — at least for now. 

 

“My gut tells me we haven’t seen the seventh round yet,” Gabelli said in an interview.

 

Institutional investors, hedge funds and others will be doing their analysis of the two proposals. Big investors typically make their decisions a few days before the expiration of a tender offer. 

 

Paramount expects it will need to raise its offer in order to prevail, the people said. How high it goes will depend on a few factors beyond its control. 

 

Paramount and Warner Bros disagree over the value of the latter’s cable networks. Warner Bros plans to spin off those networks into a separate company before selling to Netflix and is valuing that business at $3 to $4 a share. Paramount values them at just $1 a share.

 

Assessing their worth will get easier on Jan. 5, when Versant Media Group, the cable TV spinoff of Comcast Corp., begins publicly trading. Versant operates channels such as USA, CNBC and MS Now, comparable to the networks Warner Bros owns, including CNN, TNT and Discovery. Warner Bros owns more international TV outlets.

 

Netflix has the right to match any competing offers. Its shares have declined 6% since it agreed to buy Warner Bros, and its ability to match a higher offer could be limited if that trend continues.

 

The greatest wild card in all this is the political landscape. Paramount has argued Netflix will face greater regulatory hurdles. Politicians and Hollywood labor unions have voiced concern about Netflix’s deal.

 

President Donald Trump has told advisers that Warner Bros should sell to the highest bidder, while saying Netflix’s potential market share could be a problem. He also said a Paramount deal would have to be looked at. Jared Kushner, his son-in-law, is participating in the Paramount deal.