The gloves are off, and David Ellison’s Paramount launched a hostile takeover bid for Warner Bros., calling Netflix‘s $82.7 billion deal for key parts of the Hollywood giant an “inferior proposal” and touting $18 billion more in cash in his company’s offer for all of the WB empire, rather than “just” its studios and streaming assets.
While the 12-18 months of regulatory reviews eyed by Netflix for its Warner Bros. takeover signal the challenges it could face in Washington, Wall Street analysts say the streaming giant’s coming out on top puts pressure on the bidders that lost out, namely Paramount and Comcast/NBCUniversal…
The gloves are off, and David Ellison’s Paramount launched a hostile takeover bid for Warner Bros., calling Netflix‘s $82.7 billion deal for key parts of the Hollywood giant an “inferior proposal” and touting $18 billion more in cash in his company’s offer for all of the WB empire, rather than “just” its studios and streaming assets.
While the 12-18 months of regulatory reviews eyed by Netflix for its Warner Bros. takeover signal the challenges it could face in Washington, Wall Street analysts say the streaming giant’s coming out on top puts pressure on the bidders that lost out, namely Paramount and Comcast/NBCUniversal.
No surprise then that Ellison touted, during a Monday conference call, that his company’s offer provides value, speed, and regulatory security for shareholders. Among other things, he argued that WBD uses an “illusory prospective valuation of Global Networks,” which it would separate under a Netflix deal. That valuation “is unsupported by the business fundamentals,” he said. Paramount’s $30 per share all-cash offer would therefore trump Netflix’s $27.75 per share bid in cash and stock, plus whatever value one assigns to the retained global networks business. But given a longer regulatory review expectation for Netflix, the value of its offer would take a hit compared to Paramount’s likely faster review, Ellison added.
The mogul even appealed to Hollywood concerns about the Netflix deal, including worries about layoffs, the future of the theatrical business, and more, saying that “our offer will create a stronger Hollywood.”
But for his hostile tender offer to succeed, Ellison must really convince investors owning a majority of WBD shares. The coming weeks will show whether shareholders go for his team’s arguments or stick with the WBD board’s vote of confidence in the Netflix combination.
Bernstein analyst Laurent Yoon seemed to foresee Paramount’s taking its offer directly to Warner Bros. Discovery (WBD) shareholders. “It’s not a hunt, it’s a game of chess with more than one move to consider,” he wrote early on Monday. “Paramount is in a precarious position with further downside. As we’ve said, we remain skeptical about Paramount’s standalone future. An organic path to recovery and growth will be long and arduous.”
He even shared his take on Paramount going directly to shareholders with the same proposal Warner Bros. Discovery’s board previously rejected, which is exactly what happened on Monday. “We remain skeptical that shareholders would view that offer as superior to Netflix’s – at minimum, it’s far from a slam dunk, assuming the board went through a rigorous evaluation process,” Yoon concluded.
After Paramount disclosed its direct appeal to WBD shareholders, one consultant went public, saying she saw the rationale behind its arguments. “Whilst the industrial logic behind a Netflix–WBD deal is strong, the industrial logic behind a Paramount-WBD deal is stronger,” argued Kim Chua, partner at OC&C Strategy Consultants. “The offer is also cleaner – cash, for the whole company, versus stock with restrictions, some cash, for cherry-picked parts of the company – and with less transaction risk – gaining regulatory clearance would be faster and more likely, with less time in potentially value-destroying ‘limbo’.”
TD Cowen analyst Doug Creutz gamed out the pros and cons. “We think it’s very hard to argue that Netflix’s offer is better than Paramount’s, both on the basis of price paid and likelihood of completion,” he wrote. “The Paramount offer has the advantage of being all-cash versus Netflix’s cash/stock consideration, and also takes questions about linear network valuation off the table. We think that at least at the federal level in the U.S., Paramount has a better chance of getting the deal approved by regulators (states like California, as well as the rest of the world, are another matter), due to a closer relationship with the Trump administration.”
So, why is WBD favoring the Netflix offer? “We can think of two reasons,” Creutz noted. “WBD and Netflix both have an incentive to extract as much money from Paramount as possible in any deal; it gets more value for WBD shareholders and management, and leaves the resulting remaining Netflix competitor highly leveraged, and gets Netflix paid a bit too through the breakup fee. Alternatively, WBD may have chosen to sell to Netflix for reasons other than strictly financial ones, which could include a belief that Netflix will be a better long-term steward of the assets (better for Hollywood), or animosity between WBD and Paramount principals.”
Before the hostile bid from Paramount was official, Wolfe Research analyst Peter Supino analyzed the three bids with an eye to explaining “why Warner chose Netflix.” He wrote: “Why didn’t WBD choose Paramount? Theories abound. We have moderately high confidence that the Warner board saw risk in all offers, and therefore picked the one with the best range of possible outcomes. Paramount’s offers entailed greater financial risk, including insufficient firm backing from Larry Ellison, and while they posed lower regulatory risk, that risk was still material. Netflix probably means greater regulatory risk, but virtually no financial risk.”
Supino also argued that “non-financial factors also favored Netflix” as Warner could proceed with its planned debt restructuring and spin-off of its Global Networks business, “and Netflix’s synergy plans focused mostly on streaming costs, while Paramount (and NBCUniversal) synergy plans focused more heavily on studio costs.”
Concluded the expert: “If the Netflix deal doesn’t close, Warner will find itself with restructured debts, Global Networks gone, $5.8 billion of cash [in a break-up fee] from Netflix, and best-case go-forward business fitness. If the Paramount deal were chosen and were not to close, Warner would find itself encumbered with Global Networks and more debt, offset by a similar break-up fee, and questionable go-forward business fitness. Comcast’s offer lies somewhere in between. We think the Warner board chose right.”
Others on the Street early on Monday also highlighted the challenges Netflix’s winning bid for Netflix creates for its rival suitors. “Where do Comcast and Paramount Skydance go from here?” Bank of America analyst Jessica Reif Ehrlich asked in a Monday report before Paramount unveiled its hostile play. “In our view, Comcast and Paramount emerge at a strategic disadvantage from this transaction. Both companies had reportedly explored acquiring Warner Bros., either in full or its studios and streaming assets as a way to address their sub-scale positions in global media. A combination with Warner Bros. would have significantly expanded their content portfolios and improved competitive positioning. With Netflix securing these assets, the strategic landscape shifts, and attention turns to each companies’ ‘Plan B.’”