{"id":354301,"date":"2025-12-17T15:23:07","date_gmt":"2025-12-17T15:23:07","guid":{"rendered":"https:\/\/www.newsbeep.com\/us\/354301\/"},"modified":"2025-12-17T15:23:07","modified_gmt":"2025-12-17T15:23:07","slug":"inside-the-fractious-wbd-paramount-deal-talks-between-ellison-zaslav","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/us\/354301\/","title":{"rendered":"Inside the Fractious WBD-Paramount Deal Talks Between Ellison, Zaslav"},"content":{"rendered":"

\n\tThe Ellisons came promising boatloads of cash. They told Warner Bros. Discovery<\/a> chief David Zaslav<\/a> they would give him a pay package worth hundreds of millions of dollars. Over a four-month stretch, David Ellison<\/a> pressed his case aggressively that Paramount Skydance<\/a> had the best offer on the table.<\/p>\n

\n\tNone of it \u2014 so far \u2014 has been enough to sway the Warner Bros. Discovery board.<\/p>\n

\n\tOn Wednesday, the board of Warner Bros. Discovery officially rejected Paramount Skydance\u2019s $30-per share unsolicited takeover offer<\/a> for the whole company, saying it\u2019s sticking with the \u201csuperior\u201d deal offer with Netflix. As part of the WBD response, the company disclosed a timeline of the interactions between Warner Bros. Discovery and Paramount, which grew contentious over the several weeks that Paramount\u2019s David Ellison was driving aggressively to land a multibillion-dollar deal for WBD in its entirety.<\/p>\n

\n\tThe WBD filing presents a chronology of events and meetings that occurred, leading up to WBD\u2019s Dec. 5 announcement of its deal to sell Warner Bros. studios and HBO Max to Netflix, following by David Ellison\u2019s hostile takeover bid and the WBD board\u2019s official rejection of the $30\/share bid on Dec. 17.<\/p>\n

\n\tPer the filing with the SEC<\/a>, WBD CEO David Zaslav told the company\u2019s board after David Ellison\u2019s initial $19\/share offer in September that the Ellisons \u2014 David and his father, billionaire Larry Ellison \u2014 had \u201cindicated to him that, if a transaction between PSKY and WBD were to occur, Mr. Zaslav would receive a compensation package worth several hundred million dollars.\u201d According to the WBD filing, Zaslav advised the Warner Bros. Discovery board that \u201che informed the Ellisons that it would be inappropriate to discuss any such arrangements at that time.\u201d<\/p>\n

\n\tNote that Zaslav stands to reap a windfall of hundreds of millions from his WBD stock holdings, whether Warner Bros. sells to Netflix or Paramount<\/a> \u2014 and he\u2019s projected to become a billionaire if either deal goes through. <\/p>\n

\n\tFor Paramount\u2019s hostile bid to prevail over the Netflix agreement, both the board of directors of WBD and WBD stockholders would be required to approve it \u2014 unless Paramount receives at least 90% of the outstanding shares of WBD common stock in favor of the proposal.<\/p>\n

\n\tWBD also noted in the filing that Zaslav is \u201csubject to a non-competition covenant and a non-solicitation of customers and employees covenant that are each applicable during the period of his employment and for a period of 24 months thereafter, unless Mr. Zaslav\u2019s employment is terminated without \u2018cause\u2019 or by Mr. Zaslav for \u2018good reason,\u2019 in which case the restricted period would be reduced to 12 months following such qualifying termination.\u201d<\/p>\n

\n\tAccording to WBD, Ellison made Paramount\u2019s first official interest in acquiring the company in a Sept. 14 meeting with Zaslav. That came after a WSJ report Sept. 11 that Paramount was prepping a bid for WBD, which prompted the Warner Bros. Discovery share price to spike.<\/p>\n

\n\tAt that first meeting, Ellison proposed to combine WBD and Paramount Skydance in a transaction in which WBD stockholders would receive a 60%-40% cash-stock mix, comprised of $11.40 in cash and 0.404 of a share of PSKY Class B common stock for each outstanding share of WBD common stock. The offer was subsequently delivered in writing, with an implied a value of approximately $19.00 per share of WBD common stock.<\/p>\n

\n\tThat initial proposal \u201csuggested that Mr. Zaslav could be the Chairman of the combined company\u2019s board and that PSKY \u2018would also want other WBD directors to join the combined company\u2019s Board.\u2019\u201d<\/p>\n

\n\tOn Sept. 15, the WBD board met to discuss the \u201cpotential risks and benefits\u201d of the Paramount proposal. \u201cThe WBD Board noted that the PSKY September 14 Proposal significantly undervalued WBD (taking into account, in particular, that PSKY\u2019s share price was inflated in value relative to its recent unaffected price prior to rumors of a potential transaction), that the proposal lacked details or commitments regarding equity financing, and that the stock consideration offered by PSKY consisted of non-voting Class B common stock of PSKY, ensuring that the Ellison family would retain voting control of the combined entity despite owning a minority of the economic interests in the combined company,\u201d per the filing.<\/p>\n

\n\tOn Sept. 22, Zaslav and Samuel Di Piazza Jr., chair of the WBD board, sent a letter to Ellison rejecting the Paramount proposal \u2014 the first of what would be six more rejections. Later that day, Ellison called Zaslav to request that Zaslav meet with his father, Larry Ellison, to discuss the Paramount\u2019s interest in acquiring WBD. Mr. Zaslav agreed.<\/p>\n

\n\tOn Sept. 24, Zaslav, John Malone, chair emeritus of the WBD board, and Larry Ellison had a videoconference meeting to discuss the Paramount initial proposal. At that meeting, Zaslav \u201creiterated the reasons for the WBD Board\u2019s decision that were conveyed in WBD\u2019s September 22, 2025, letter to Mr. D. Ellison and the WBD Board\u2019s commitment to the separation plan as a superior path to value creation.\u201d<\/p>\n

\n\tThe Ellisons persisted. Paramount Skydance submitted bids of $22\/share on Sept. 30; $23.50\/share on Oct. 13; $25.50\/share on Nov. 20; an all-cash bid of $26.50\/share on Dec. 1; and the $30\/share offer on Dec. 4. According to Paramount, Ellison sent texts to Zaslav on Dec. 4 about that last offer<\/a> \u2014 including one that read \u201cIt would be the honor of a lifetime to be your partner and to be the owner of these iconic assets\u201d \u2014 but never heard back.<\/p>\n

\n\tParamount ultimately was vying in the deal against three bidders: Netflix, Comcast and an unidentified third company referred to as \u201cCompany C,\u201d described in the filing as \u201can American media company\u201d that submitted a proposal to buy Discovery Global (WBD\u2019s TV networks business) and 20% of the WBD Streaming\u00a0& Studios Business including HBO Max for $25\u00a0billion in cash. Per the filing, \u201cWBD determined that Company C\u2019s proposal was not actionable at that time.\u201d<\/p>\n

\n\tIn its Dec. 1 bid, Comcast, referred to in the document as \u201cCompany A,\u201d proposed combining the WBD Streaming & Studios Business and certain of Comcast\u2019s related businesses for per share consideration of $5.25 in cash and an amount of stock per outstanding share of WBD Common Stock \u201csuch that WBD stockholders would own 49% of the combined company.\u201d<\/p>\n

\n\tBased on a variety of valuation assumptions Comcast set forth in its bid letter, it ascribed a \u201cheadline price\u201d of $35.43 per WBD share in the Dec. 1 bid. Comcast\u2019s bid also included a regulatory termination fee of $5 billion and a WBD termination fee of $2.275 billion.<\/p>\n

\n\t\u201cThe WBD Board determined that, while there could be strategic merit in the transaction proposed by Company A, the value of the equity portion of Company A\u2019s bid was uncertain, the percentage of cash in Company A\u2019s proposed consideration mix was lower than that of Netflix and PSKY, and the complex transaction structure would require an extended timeline to complete due diligence and documentation,\u201d per the WBD filing. <\/p>\n

\n\t\u201cGiven that, among other things, Netflix submitted the meaningfully highest bid of the December\u00a01 Bids accompanied by the most readily actionable legal documentation, with few issues remaining to be resolved, the WBD Board unanimously decided to accelerate discussions with Netflix in order to resolve remaining issues in Netflix\u2019s merger agreement markup and other transaction agreements,\u201d according to WBD\u2019s version of events. \u201cAt the same time, the WBD Board instructed WBD\u2019s management and advisors to remain engaged with Company A and PSKY, and provide them feedback consistent with the WBD Board\u2019s discussions regarding the deficiencies in their proposals.\u201d<\/p>\n

\n\tUltimately, WBD\u2019s board coalesced around Netflix as the winning bidder.<\/p>\n

\n\t\u201cThe terms of the Netflix merger are superior. The PSKY offer provides inadequate value and imposes numerous, significant risks and costs on WBD,\u201d Warner Bros. Discovery\u2019s board said in a letter to shareholders released Dec. 17.<\/p>\n

\n\tIn rejecting Paramount\u2019s $30\/share hostile bid for WBD, the board said Paramount \u201chas consistently misled WBD shareholders that its proposed transaction has a \u2018full backstop\u2019 from the Ellison family. It does not, and never has.\u201d In addition, the board of Warner Bros Discovery asserted that Paramount Skydance\u2019s $9 billion merger cost synergies target ($3 billion from Skydance-Paramount and $6 billion from a merger with WBD) would \u201cmake Hollywood weaker, not stronger.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"The Ellisons came promising boatloads of cash. They told Warner Bros. Discovery chief David Zaslav they would give…\n","protected":false},"author":2,"featured_media":151706,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[54],"tags":[18205,7687,88,48502,92,10343],"class_list":{"0":"post-354301","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-tv","8":"tag-david-ellison","9":"tag-david-zaslav","10":"tag-entertainment","11":"tag-paramount-skydance","12":"tag-tv","13":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/354301","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/comments?post=354301"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/posts\/354301\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media\/151706"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/media?parent=354301"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/categories?post=354301"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/us\/wp-json\/wp\/v2\/tags?post=354301"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}