The Warner Bros. Discovery board has unanimously voted to rebuff Paramount’s $108.4 billion offer and urged shareholders to reject the hostile takeover bid. The board is continuing to support Netflix’s pending $82.7 billion purchase of its streaming and movie studios businesses along with a separate spinoff of the Warner Bros. cable TV division.
Warner Bros. called the Paramount bid “illusory” in a presentation for shareholders today, saying the offer requires an “extraordinary amount of debt financing” and other terms that make it less likely to be completed than a Netflix merger. It would be the largest leveraged buyout ever, “with $87B of total pro forma gross debt,” and is “effectively a one-sided option for PSKY [Paramount Skydance] as the offer can be terminated or amended by PSKY at any time,” Warner Bros. said.
The Warner Bros. presentation touted Netflix’s financial strength while saying that Paramount “is a $14B market cap company with a ‘junk’ credit rating, negative free cash flows, significant fixed financial obligations, and a high degree of dependency on its linear business.” The Paramount “offer is illusory as it cannot be completed before it is currently scheduled to expire,” Warner Bros. said.
Warner Bros. said in a letter to shareholders today that it prefers Netflix with its “market capitalization of approximately $400 billion, an investment grade balance sheet, an A/A3 credit rating and estimated free cash flow of more than $12 billion for 2026.” Moreover, the deal with Netflix provides Warner Bros. with “more flexibility to operate in a normal course until closing,” the letter said.
Even if Paramount is able to complete a deal, “WBD stockholders will not receive cash for 12-18 months and you cannot trade your shares while shares are tendered,” the board told investors. Despite the seemingly firm position, Warner Bros. Discovery board Chairman Samuel Di Piazza Jr. seemed to suggest in an appearance on CNBC’s Squawk Box today that the board could be swayed by a higher offer.