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Warner Bros. Discovery Board Expected to Reject Paramount's New Bid

Bloomberg is reporting that Warner Bros. Discovery's board will advise shareholders to reject Paramount Skydance's hostile bid offering.

Last week, we learned that David Ellison and the team at Paramount Skydance had initiated a hostile bid for Warner Bros. Discovery (WBD), aiming to derail the announced deal between Netflix and WBD. The tender offer from Paramount Skydance would be for $30/share in cash, compared to Netflix's offer of $27.75/share, which would be a mix of cash and some stock, with shareholders acquiring a stake in the spinout of the linear networks. In total value, you're looking at Netflix's deal coming in at $82.7 billion, while Paramount Skydance's deal would total $108.4 billion. A key difference is that while Paramount Skydance is looking to purchase WBD as a whole, Netflix is only eyeing the studios and streaming service.

Though it noted that it was "not modifying its recommendation with respect to the agreement with Netflix," WBD's board announced that it would review Paramount Skydance's hostile bid and offer its recommendation to shareholders within 10 business days (no later than Friday, December 19th). "The Warner Bros. Discovery Board of Directors (the 'Board'), consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will carefully review and consider Paramount Skydance's offer in accordance with the terms of Warner Bros. Discovery's agreement with Netflix, Inc. Warner Bros. Discovery intends to advise its stockholders of the Board's recommendation regarding Paramount Skydance's tender offer within 10 business days," the company offered in response. Until then, WBD's board is urging stockholders "not to take any action at this time with respect to Paramount Skydance's proposal."

Based on a report from Bloomberg earlier today, it appears WBD's board hasn't been swayed by what it's seen, with sources saying that Paramount Skydance's hostile takeover bid will be rejected "due to concerns about financing and other terms." The report added that WBD's board "still views the company's existing agreement with Netflix Inc. as offering greater value, certainty and terms than what Paramount has proposed." If the bid is rejected, it remains to be seen if either Paramount Skydance or Netflix will return to the table with new bids.

In official court filings, we learned that the tender offer is being supported by $24 billion in debt financing from sovereign wealth funds from Saudi Arabia, Qatar, and Abu Dhabi, as well as from Jared Kushner's Affinity Partners. It should be noted that Kushner is POTUS Donald Trump's son-in-law (Kushner is married to Ivanka Trump) – the same Trump who spoke glowingly about Ellison and how he believes Warner Bros. Discovery would be a great fit with Paramount Skydance. Though Kushner's Affinity Partners and the sovereign wealth funds have pledged "to forgo any governance rights – including board representation – associated with their non-voting equity investments," some were questioning what level of political influence this could offer them moving forward.

Earlier today, Bloomberg reported that Kushner's Affinity Partners would no longer finance Paramount Skydance's efforts to acquire WBD. "With two ​strong competitors ​vying to secure ​the future ​of this ​unique American ​asset, ​Affinity ​has ​decided no longer to pursue ​the opportunity. We ​continue to ​believe ​there is a strong strategic rationale for Paramount's offer," Affinity Partners shared in a statement.

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