Showing posts with label Warner Bros. Discovery. Show all posts
Showing posts with label Warner Bros. Discovery. Show all posts

Press Release: Warner Bros. Discovery Sets Special Meeting Date of March 20, 2026, And Unanimously Recommends Shareholders Vote FOR Netflix Merger; As Talks With Paramount Are Underway

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Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the "Special Meeting") to vote on the merger with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting. WBD also announced today that Netflix has provided WBD a limited waiver under the terms of WBD's merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance ("PSKY") (NASDAQ: PSKY) for a seven-day period ending on February 23, 2026 to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer. During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY's proposed merger agreement. Netflix retains its matching rights as defined by the merger agreement.

The WBD Board of Directors (the "WBD Board") continues to unanimously recommend in favor of the Netflix merger. The WBD Board also unanimously recommends that shareholders reject the PSKY offer, for the reasons set forth in the amendment to our Schedule 14D-9 filed today with the SEC.

Following receipt of PSKY's latest amended offer, a senior representative for PSKY informed a WBD Board member that, if the WBD Board authorized discussions, PSKY would agree to pay $31 per share and that the offer was not PSKY's "best and final" proposal. This price, along with several other matters that PSKY stated it would address in its February 10 letter, are not reflected in the latest merger agreement that PSKY proposed. To provide specific clarity in this regard, WBD has today sent PSKY a letter, included below, setting out the key issues yet to be addressed by PSKY, along with drafts of full transaction agreements for PSKY to confirm the terms of its offer.

"Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders," said David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery. "Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer."

Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors added, "As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction's protections for shareholders against downside risk. With Netflix, we will create a brighter future for the entertainment industry – providing consumers with more choice, creating and protecting jobs and expanding U.S. production capacity while increasing investments to drive the long-term growth of our industry."

WBD today sent the following letter to PSKY, together with revised versions of the merger agreement and other transaction documentation:

Dear Members of the PSKY Board:

The Board of Directors of Warner Bros. Discovery (WBD) is fully committed to delivering a superior transaction to our shareholders. Since our decision last year to separate our Streaming & Studios businesses from our Global Linear Networks business, we have actively explored a wide range of alternatives, including through a publicly-announced strategic review process in which Paramount Skydance (PSKY) participated, having initially approached WBD in September 2025. Our agreed transaction with Netflix offers superior value for our shareholders, allows us to achieve our strategic goal to separate WBD's businesses, offers a high degree of certainty with minimal risk to the businesses in the interim and has essentially no financing risk. The WBD Board continues to unanimously recommend that our shareholders approve the Netflix transaction, as reflected in the definitive proxy statement we have filed with the SEC today.

On February 10, PSKY amended its tender offer for WBD common stock. While this amendment addresses some of the concerns that WBD had identified several months ago, it still contains many of the unfavorable terms and conditions that were in the draft agreements submitted by PSKY on December 4, 2025 and December 22, 2025 and twice unanimously rejected by our Board. PSKY indicated in its February 10 letter to the WBD Board a willingness to address some of those concerns, but does not do so in its proposed merger agreement, leaving WBD with vague assurances of intention. Other important issues raised several times with PSKY are unchanged from your prior submissions. On February 11th, a senior representative of your financial advisor communicated orally to a member of our Board that PSKY would agree to pay $31 per WBD share if we engage with you, and that $31 is not PSKY's best and final proposal.

We are writing to inform you that Netflix has agreed to provide WBD a waiver of certain terms of the Netflix merger agreement to permit us, through February 23, to engage with PSKY to clarify your proposal, which we understand will include a WBD per share price higher than $31. We seek your best and final proposal. To be clear, our Board has not determined that your proposal is reasonably likely to result in a transaction that is superior to the Netflix merger. We continue to recommend and remain fully committed to our transaction with Netflix and have scheduled a special meeting of our shareholders on March 20, 2026 to vote on the Netflix merger agreement.

As you know, it is typical and expected for a would-be overbidder to accept the substantive terms of the merger agreement that the target company has already agreed with its existing merger party. To provide you with specific clarity in this regard, we have prepared, and our legal counsel will deliver to you today, copies of transaction agreements that conform to this approach, address key issues for the WBD Board in prior PSKY offers and incorporate the terms and assurances reflected in your February 10 letter, as well as certain other changes to reflect matters unique to your proposal. Attached at the end of this letter is a business summary of these changes. As part of your binding proposal, the WBD Board needs confirmation that you are prepared to sign our proposed agreements. We encourage you to be direct and transparent with your best and final value and other terms in that binding proposal.

During this seven-day period – as we consistently did during the strategic review process last year – we welcome the opportunity to engage with you and expeditiously determine whether PSKY can deliver an actionable, binding proposal that provides superior value, transaction certainty and interim protection for WBD's businesses to Warner Bros. Discovery shareholders.

On behalf of the WBD Board of Directors,

Samuel A. Di Piazza, Jr.                                                       
Board Chair
David Zaslav
President and
Chief Executive Officer

Summary of Changes to Transaction Agreements
Below is a summary of the principal business changes reflected in the transaction agreements provided by WBD today, as compared to the draft agreements provided by PSKY in its tender offer. Many of these reflect terms proposed by PSKY in its public statements but not reflected in its merger agreement; others align the draft agreement with the terms of the Netflix merger agreement.
Refinancing and Junior Lien Notes: PSKY to bear expenses in connection with any junior notes liability management exercise when incurred, or pay the $1.5 billion financing fee to WBD at the time it would be due (December 30, 2026). The Netflix merger agreement does not require WBD to bear any cost in this regard.

Bridge Refinancing: PSKY's consent will not be required for WBD's bridge refinancing, which will consist of dollar and euro term loan debt and bonds on market terms available at the time of the refinancing. The bond component will have a tenor of no more than 7 years, and will be non-callable for no more than 3 years, and the loan component will be non-callable for no more than 1 year. This provision is substantially more favorable to PSKY than the terms of the Netflix Merger Agreement, which permit WBD full refinancing flexibility.

Material Adverse Effect: Consistent with the statement in PSKY's Feb. 10 letter that it is "prepared to address any concerns WBD has regarding the impact of Discovery Global's performance on closing certainty," the "Company Material Adverse Effect" definition excludes effects attributable to the performance of WBD's Global Linear Networks business (consistent with the Netflix Merger Agreement).

Equity Cure to Support Debt: The significant debt financing and resulting pro forma leverage in the PSKY offer create material closing uncertainty, particularly when compared to Netflix's investment grade credit rating and large positive free cash flow. PSKY has repeatedly stated that these concerns are not serious, noting the personal wealth of your lead equity sponsor and the credibility of your lending banks. To reflect your assurances, the draft agreements provide that in the event the transaction would not close due to the debt financing being unavailable, additional equity will be funded to enable closing to occur

Interim Operating Covenants: The interim operating covenants should not require consent from PSKY in order for WBD to operate its business in the ordinary course between signing and closing. The additional covenants you have proposed are not part of our agreement with Netflix, and are not accepted, as they further risk the certainty of closing.

Equity Financing Certainty: Our changes to the PSKY equity documents reflect the need for absolute clarity as to funding obligations and certainty of funding at closing, or to pay damages if due.

Equity Syndication: WBD will receive notice and full information regarding any equity syndication, and its consent will be required for any direct or indirect syndication that would require regulatory approvals or delay closing.

The WBD Board has not determined that PSKY's proposal is reasonably likely to result in a transaction that is superior to the Netflix merger. There can be no assurance that a definitive transaction will result from WBD's discussions with PSKY. The WBD Board and management team remain resolute in their commitment to maximizing value for shareholders and continue to recommend shareholders vote FOR the merger with Netflix.

Warner Bros. Discovery Is Now Considering Sale To Paramount

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Warner Bros Discovery is considering reopening sale talks with rival Hollywood studio Paramount Skydance, after receiving its hostile suitor's most recent amended offer, Bloomberg News reported on Sunday, citing people with knowledge of the matter.

Members of Warner Bros' board are discussing whether Paramount could offer the path to a superior deal, the Bloomberg report said, adding that the board has not decided how to respond and may stick to the current deal with Netflix.

Paramount had enhanced its Warner Bros bid last week by offering shareholders extra cash for each quarter the deal fails to close after this year. It also agreed to cover the breakup fee the HBO parent would owe Netflix if it walked away, even though the CBS owner did not raise its per-share offer.

Paramount said it has offered shareholders a 25-cent-per-share quarterly "ticking fee" (about $650 million) in cash starting in 2027 until closing and agreed to cover Warner Bros’ $2.8 billion breakup fee to Netflix. However, it did not raise its $30-per-share offer, valuing the deal at $108.4 billion including debt.

Both Netflix and Paramount covet Warner Bros for its leading film and television studios, extensive content library and major franchises such as "Game of Thrones," "Harry Potter" and DC Comics superheroes Batman and Superman.

Activist investor Ancora Holdings, which has built a nearly $200 million stake, last week said it plans to oppose the Netflix deal, arguing the board did not sufficiently engage with Paramount over its rival bid, which includes cable assets like CNN and TNT.

Paramount Sweetens Offer For Warner Bros. Discovery

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Paramount has enhanced its offer for Warner Bros Discovery, not formally upping its $30-a-share cash bid but injecting a new $0.25-per-share so-called “ticking fee” payable to WBD shareholders for each quarter its transaction has not closed beyond December 31, 2026.

It said the move comes to about $650 million in cash value each quarter and underscores “Paramount’s confidence in the speed and certainty of regulatory approval for its transaction.” It also agreed to fund a $2.8 billion termination fee that would be payable to Netflix and ticked off a series of concessions around WBD’s debt financing costs and obligations.

Warner Bros Discovery has a deal to sell its studios and streaming assets to Netflix and advised shareholders several times to reject a hostile takeover offer from David Ellison‘s company, which is looking to acquire all of WBD. There’s a full-out PR battle raging as executives of all three court content creators, unions, Warner shareholders, politicians and regulators on both sides of the Atlantic. Netflix late last month upgraded its offer of $27.75 a share from cash-and-stock to all cash.

WBD has yet to set a date for a special meeting in April where shareholders will vote on the Netflix transaction. It’s been urging them to cast a yes vote. Paramount is aggressively lobbying them to vote no and, meanwhile, to tender their WBD shares to Paramount. The Ellisons have said they are planning to run an alternate slate of directors for election at WBD’s annual meeting, which comes later.

Both deals are expected to have long lead times to close. Netflix is not buying the cable assets and its agreement would see WBD spin off linear television into a separate public company called Discovery Global.

Paramount is ramping up the pressure with its announcement today. The $2.8 billion termination fee that would be due to Netflix if WBD switches sides has, for instance, has been an objection raised by the Warner board, which confirmed receipt of the amended offer. It will “carefully review and consider” it and issue a recommendation. Meanwhile, the board stressed that it still backs the Netflix deal and advised stockholders not to take any action on Paramount’s latest unsolicited offer.

Paramount’s other new commitments include eliminating WBD’s potential $1.5 billion financing cost by fully backstopping an exchange offer that relieves WBD of its contractual bondholder obligations. Par said it will fully reimburse WBD’s shareholders for the $1.5 billion fee without reducing a separate $5.8 billion termination fee. That’s the amount Paramount (and Netflix) have agreed to pay WBD if an acquisition fails to close.

Also, if WBD’s financing sources will not extend the maturity of WBD’s existing $15 billion bridge loan, Paramount said its own debt financing sources “are fully prepared to do so, with any incremental costs covered by Paramount. Alternatively, Paramount will permit WBD to structure permanent financing in any way it chooses so long as the debt is redeemable at a commercially reasonable cost.”

Paramount said it will provide WBD flexibility between signing and closing, including by matching any comparable Netflix interim operating covenants. It said it “is open to discussing with the WBD Board of Directors contractual solutions to account for the possibility of continuing deteriorating financial performance beyond what WBD is currently projecting for its linear network business.”

Paramount’s amended offer is now fully financed by an increased $43.6 billion of equity commitments from the Ellison family and RedBird Capital Partners and $54 billion of debt commitments from Bank of America, Citigroup and Apollo.

Financing includes “an irrevocable personal guarantee” from Oracle co-founder Larry Ellison of $43.3 billion covering the equity financing as well any damages claims against Paramount.

“While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize. If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns,” David Ellison wrote in a letter to the WBD board released publicly and in an SEC filing today.

Paramount claims the WBD board has consistently refused to engage with it over the course of multiple offers, which Warner has denied.

Warner Bros. Discovery Rejects Paramount's Latest Bid For The Company

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The WBD board branded Paramount’s hostile takeover offer as "inadequate" and risky.
Warner Bros rejected Paramount’s latest takeover bid on Wednesday, telling shareholders to stick with a rival offer from Netflix.

Warner’s leadership has repeatedly rebuffed Skydance-owned Paramount’s overtures — urging shareholders just weeks ago to back its the sale of its streaming and studio business to Netflix for $72bn (€61.62bn).

Paramount, meanwhile, has sweetened its $77.9bn (€66.67bn) offer for the entire company and gone straight to shareholders with a hostile bid.

Warner Bros Discovery said on Wednesday that its board determined Paramount’s offer is not in the best interests of the company or its shareholders.

“Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed," Warner Bros Discovery chair Samuel Di Piazza Jr. said in a statement.

"Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”

Paramount did not immediately respond to a request for comment.

Late last month, Paramount announced an “irrevocable personal guarantee” from Oracle founder Larry Ellison — father of Paramount CEO David Ellison — to back $40.4bn (€34.58bn) in equity financing for the company’s offer.

Paramount also increased its promised payout to shareholders to $5.8bn (€4.96bn) if the deal is blocked by regulators, matching what Netflix already put on the table.

In a letter to shareholders, Warner expressed concerns about a potential deal with Paramount. It said it essentially considers the offer a leveraged buyout, which includes a lot of debt, and that it could take 12 to 18 months to close a deal.

The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix’s proposed acquisition includes only Warner’s studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount wants the entire company — which, beyond studio and streaming, includes networks like CNN and Discovery.

If Netflix is successful, Warner’s news and cable operations would be spun off into their own company, under a previously-announced separation.

A merger with either company will attract tremendous antitrust scrutiny. Due to its size and potential impact, it will almost certainly trigger a review by the US Justice Department, which could sue to block the transaction or request changes. Other countries and regulators overseas may also challenge the merger.

Starz Placed $25 Billion Bid For All Of Warner Bros. Discovery’s Cable Networks Including Cartoon Network And TLC

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Starz put in a $25 billion bid for all of Warner Bros. Discovery’s cable networks and 20% of its studio and streaming businesses last month, TheWrap has learned, acting as a dark horse contender for an asset most companies bidding on the entertainment company were not interested in.

Warner Bros. Discovery revealed in a filing with the U.S. Securities and Exchange Commission that a previously undisclosed company — labeled “Company C” in the filing — put in the $25 billion all-cash bid on its Nov. 20 deadline. It also proposed a 90-day exclusivity period, which Netflix, Paramount Skydance and Comcast (labeled “Company A” in the filing) did not.

That company was Starz. While the WBD board considered all the bids on Nov. 21, it found that Company C’s bid was “not actionable at that time” and responded to the top three bidders on Nov. 22.

Puck first reported the news.


The filing also revealed more details about Netflix’s and Paramount’s efforts to purchase some or all of WBD, as the companies publicly advocate for their bids to WBD’s shareholders. Netflix and WBD entered into an exclusive arrangement for the streamer’s $82.7 billion bid for the studio and streaming businesses, while Paramount has mounted a $30-a-share hostile takeover bid for the entire company. WBD on Wednesday rejected Paramount’s latest offer.

A Starz spokesperson declined to comment. Starz CEO Jeff Hirsch previously told TheWrap that he wanted his company to be “additive” to networks he believed were too linear-focused in a digital age.

“There’s a lot of networks out there today that are marooned on the linear side and don’t have technical capabilities to do what we’ve done,” he said in May after Starz completed its spin-off from Lionsgate. “We think we can be very additive to content that is stuck on the linear side to give them a digital future.”

Starz reported a $53 million loss in its third quarter, missing Wall Street expectations, and revenue dropped 8% to $320.9 million. It reported a loss of 130,000 U.S. subscribers for a total of 17.5 million, driven mostly by linear subscribers’ cord-cutting. Linear subscribers also dropped by 24o,000 to 5.17 million while it saw a streaming increase of 110,000 U.S. subscribers for a total of 12.3 million.

Still, Hirsch teased the possibility of venturing into the M&A space during its third-quarter call in November, a week before the company reportedly placed its bid for WBD’s cable networks.

“With a potential for increased consolidation across the media landscape, we believe that we are uniquely positioned to capitalize on potential M&A opportunities,” Hirsch said. “Given our track record of profitability converting our business from linear to digital and our industry-leading tech stack, we are positioned to increase our scale as assets that are strategically valuable to Starz become available.”

The company reportedly found its first target last month when it expressed interest in A+E Global Media, the parent company of networks such as Lifetime and the History Channel.

Warner Bros. Discovery Rejects Paramount's $108 Billion Bid For The Company

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Warner Bros. Discovery still isn't interested in Paramount Skydance's offer.

Paramount's latest bid "is inadequate, with significant risks and costs imposed on our shareholders" compared to Netflix's bid, which "represents superior, more certain value for our shareholders," said Samuel Di Piazza, the chair of WBD's board of directors, in a statement to shareholders on Wednesday morning.

In a letter to shareholders, WBD's board recommended that shareholders reject Paramount's all-cash bid of $30 per share in favor of Netflix's cash-and-stock offer. Paramount wants to buy all of WBD, including its cable channels, while Netflix's bid of $27.75 per share is for WBD's studio, HBO, and HBO Max. A key difference between the two bids revolves around the value of WBD's TV networks, such as CNN and TNT, which Netflix isn't interested in buying.

Di Piazza said that Paramount's seventh proposal "once again fails to address key concerns that we have consistently communicated," including about Paramount's financing.

Paramount has said its bid is fully backstopped by Larry Ellison, one of the richest people in the world and father to Paramount CEO David Ellison. The WBD board said in the letter to shareholders that it relies "on an unknown and opaque revocable trust" whose assets or liabilities are subject to change.

Meanwhile, Netflix is paying with cash and stock. Its shares have fallen recently but surged more than 600% from mid-2022 to mid-2025. Netflix has a market cap of over $400 billion.

While Paramount has said that it would have an easier time securing regulatory approval than Netflix, the WBD board says it "does not believe there is a material difference in regulatory risk" between the two proposals.

The Ellisons are close to President Donald Trump. However, Netflix co-CEO Ted Sarandos has pitched the president on the deal and seems to have earned some respect. Trump has called Sarandos a "great person," though he added that the Netflix-Warner Bros. deal "could be a problem" on the regulatory front. Still, the president hasn't come out publicly in favor of one side in the deal.

WBD also said its board "repeatedly engaged" with interested parties, including the Ellisons. Paramount had previously said that WBD went quiet late in the bidding process.

Not even Paramount can be surprised by WBD's decision to stick with its Netflix deal.

David Ellison was overheard saying last week that if WBD's leadership were to "accept the offer exactly as it is today, right, then they're admitting breach of fiduciary duty," Business Insider previously reported.

That's because Paramount said its $30-per-share hostile bid was nearly identical to its previous offer to WBD. Public companies are obligated to act in the best interests of shareholders. So if WBD's board had changed its mind, it could have opened itself up to shareholder lawsuits.

WBD had said in a statement after Paramount's hostile bid that it would "carefully review and consider Paramount Skydance's offer" in a way that was "consistent with its fiduciary duties and in consultation with its independent financial and legal advisors."

Now that WBD's board has given Paramount the cold shoulder again, it's Ellison's move.

The aspiring media mogul told CEO David Zaslav that Paramount's latest offer wasn't its "best and final," which suggests that a higher bid could be coming. Just how much appetite Paramount has to escalate the bidding war is the key question.

If no higher bid comes, WBD's investors have until January 8 to back Paramount, though it could extend that deadline. WBD would owe Netflix a $2.8 billion reverse breakup fee if its shareholders chose Paramount.

Read the full letter to shareholders here:

Dear Fellow Shareholders,

As your Board of Directors, we are committed to acting in your best interest. In this spirit, in October, we launched a public review of strategic alternatives to maximize shareholder value. This followed three separate proposals from Paramount Skydance ("PSKY"), as well as interest from multiple other parties.

That thorough process, overseen by the Board with the assistance of independent financial and legal advisors, as well as our management team, led to the company entering into a merger agreement with Netflix on December 4, with the substantial benefits to WBD shareholders described below. Having failed to submit the best proposal for you, our shareholders, PSKY launched an offer nearly identical to its most recently rejected proposal.

As a Board, we have now conducted another review and determined that PSKY's tender offer remains inferior to the Netflix merger. The Board continues to unanimously recommend the Netflix merger, and that you reject the PSKY offer and not tender your shares.

Below, and in more detail in our 14D-9 filing, we highlight the many reasons for the Board's determination. None of these reasons will be a surprise to PSKY given our clear, and oft-repeated, feedback on their six prior proposals.

The terms of the Netflix merger are superior. The PSKY offer provides inadequate value and imposes numerous, significant risks and costs on WBD.

The value we have secured for shareholders through the Netflix merger is extraordinary by any measure.

Our agreement with Netflix gives WBD shareholders $23.25 in cash, plus $4.50 in shares of Netflix common stock (based on a collar range of $97.91 - $119.67 in the Netflix stock price at the time of closing), plus the additional value of the shares of Discovery Global and the opportunity to participate in future potential upside following Discovery Global's separation from WBD. The entire Board is confident in our recommendation that Netflix represents the best value-creating path for shareholders.

PSKY has consistently misled WBD shareholders that its proposed transaction has a "full backstop" from the Ellison family. It does not, and never has.

PSKY's most recent proposal includes a $40.65 billion equity commitment, for which there is no Ellison family commitment of any kind. Instead, they propose that you rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding. Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was — and despite their own ample resources, as well as multiple assurances by PSKY during our strategic review process that such a commitment was forthcoming — the Ellison family has chosen not to backstop the PSKY offer.

And a revocable trust is no replacement for a secured commitment by a controlling stockholder. The assets and liabilities of the trust are not publicly disclosed and are subject to change. As the name indicates, revocable trusts typically have provisions allowing for assets to be moved at any time. And the documents provided by PSKY for this conditional commitment contain gaps, loopholes and limitations that put you, our shareholders, and our company at risk.

Amplifying the concerns about the credibility of the equity commitment being offered by PSKY, the revocable trust and PSKY have agreed that the trust's liability for damages, even in the case of a willful breach, would be capped at 7% of its commitment ($2.8 billion on a $108.4 billion transaction). Of course, the damage to WBD and its stockholders were the trust or PSKY to breach their obligations to close a transaction would likely be many multiples of this amount.

WBD's merger agreement with Netflix is a binding agreement with enforceable commitments, with no need for any equity financing and robust debt commitments. The Netflix merger is fully backed by a public company with a market cap in excess of $400 billion with an investment grade balance sheet. The debt financing for the PSKY bid relies on an unsecure revocable trust commitment as well as the credit worthiness of a $15 billion market cap company with a credit rating at or only a notch above "junk" status from the two leading rating agencies. The financial condition and creditworthiness of PSKY, which, if its proposed transaction were to close, would have a high gross leverage ratio of 6.8x 2026E debt to EBITDA with virtually no current free cash flow generation before synergies, raise substantial risks for its acquisition of WBD. Such debt levels reflect a risky capital structure that is vulnerable to even potentially small changes in the PSKY or WBD business between signing and closing.

Additionally, PSKY contemplates $9 billion in synergies from the mergers of Paramount/Skydance and their offer for WBD. These targets are both ambitious from an operational perspective and would make Hollywood weaker, not stronger.

The Board's review was full, transparent and comprehensive — establishing a level playing field that fostered a rigorous and fair process.

The Board repeatedly engaged with all parties, including extensive engagement with PSKY and its advisors over the course of nearly three months. We held dozens of calls and meetings with its principals and advisors including four in-person meetings and meals between David Zaslav and David and/or Larry Ellison and provided multiple opportunities for PSKY to offer a proposal that was superior to those of the other bidders, which PSKY never did.

After each bid, we informed PSKY of the material deficiencies and offered potential solutions. Despite this feedback, PSKY has never submitted a proposal that is superior to the Netflix merger agreement.

Despite PSKY's media statements to the contrary, the Board does not believe there is a material difference in regulatory risk between the PSKY offer and the Netflix merger.

The Board carefully considered the federal, state, and international regulatory risks for both the Netflix merger and the PSKY offer with its regulatory advisors. The Board believes that each transaction is capable of obtaining the necessary U.S. and foreign regulatory approvals and that any difference between the respective regulatory risk levels is not material. The Board also notes that Netflix has agreed to a record-setting regulatory termination cash fee of $5.8 billion, significantly higher than PSKY's $5 billion break fee.

The PSKY offer is illusory.

The offer can be terminated or amended by PSKY at any time prior to its completion; it is not the same thing as a binding merger agreement. The first paragraph of the offer states it is "subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time)" and continues on the next page, "we reserve the right to amend the Offer in any respect (including amending the Offer Price)". In addition, the offer is not capable of being completed by its current expiration date, due to the need for, among other things, global regulatory approvals, which PSKY indicates may take 12-18 months. Nothing in this structure offers WBD shareholders any deal certainty.

The PSKY offer provides an untenable degree of risk and potential downside for WBD shareholders.

There will be additional costs associated with PSKY's offer that could impact shareholders.

When considering the PSKY offer at this juncture, it is important to note that its acceptance could incur significant additional costs to shareholders — all of which PSKY has ignored in their communications. WBD would have to pay Netflix a $2.8 billion termination fee, which PSKY has not offered to reimburse. In addition, WBD would incur approximately $1.5 billion in financing costs if we do not complete our planned debt exchange as agreed to with certain of our debtholders, which would not be permitted by the PSKY offer. This additional $4.3 billion in potential costs represents approximately $1.66 per share to be borne by WBD shareholders if the offer does not close.

We look forward to moving ahead with our combination with Netflix and delivering the compelling and certain value it will create for shareholders. We urge you to carefully read the 14D-9 filed with the SEC this morning and available on our website, which more fully details the strategic review process and the Board's reasons for its recommendation to you.

Sincerely,

The Warner Bros. Discovery Board of Directors

‘HBO, DC, Cartoon Network’: 10 Companies That Netflix Will Now Own After The Warner Bros Buyout

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Following Netflix’s agreement to acquire Warner Bros Discovery’s TV and film studios and streaming division in a deal valued at roughly $72 billion, the streaming giant will take control of some of the most influential brands in global entertainment. Based on the assets included in the sale, here are 10 major companies and brands Netflix will now own.

1. HBO
The deal includes Warner Bros Discovery's streaming and premium-TV business, giving Netflix full ownership of HBO, one of the strongest content brands in the world, known for Game of Thrones, Succession, The Last of Us and more.

2. HBO Max / Max
Netflix will also acquire the HBO Max (rebranded as Max) streaming service, a direct competitor. This dramatically increases Netflix’s control over prestige television and reshapes the streaming landscape.

3. Warner Bros Television
The acquisition includes Warner Bros’ television production unit, one of the industry’s largest suppliers of scripted and unscripted programming, producing shows for networks globally.

4. Warner Bros Pictures
Netflix gains control of Warner Bros Pictures, the centerpiece film studio behind franchises such as Harry Potter, DC Films, Mad Max and Fantastic Beasts.

5. DC Entertainment / DC Studios
The DC superhero universe featuring Batman, Wonder Woman, Superman, Joker and more, falls under Netflix’s ownership as part of the studios division.

6. New Line Cinema
The iconic studio behind The Lord of the Rings, The Conjuring and IT will become part of Netflix’s content empire through the Warner Bros acquisition.

7. Cartoon Network Studios
The animation division producing global hits like Ben 10, Adventure Time and The Powerpuff Girls will be owned by Netflix, expanding its youth and animation catalogue.

8. Adult Swim
Known for Rick and Morty, Aqua Teen Hunger Force and cult animation, Adult Swim also moves under Netflix as part of the studios and TV assets it is buying.

9. Turner Classic Movies (TCM)
TCM’s extensive classic-films library and broadcast brand will fall under Netflix's control, giving it unmatched catalogue depth.

10. Vox Media Partnership Assets
Warner Bros Discovery maintains multiple joint ventures, including content partnerships with Vox Media (such as digital news/documentary collaborations). These partnership rights transfer to Netflix as part of the studio and streaming business purchase.

The article was originally published by Wionews

Netflix Wins the Warner Bros. Discovery Bidding War, Enters Exclusive Deal Talks

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Warner Bros. Discovery is moving forward with exclusive deal talks with Netflix, TheWrap has learned.

WBD has selected Netflix after the streaming giant offered $30 a share for the studio and streaming assets, according to two people familiar with the deal talks. The deal also includes a $5 billion break-up fee to match the terms that Paramount added with its bid.

While its unclear what the makeup of the new bid looks like, the prior bid was a mix of mostly cash and stock.

Netflix securing a win over rival suitors Paramount and Comcast represents a stunning turnaround from just two months ago, when co-CEO Greg Peters shaded big media mergers as not having an “amazing track record,” and Paramount buying WBD seemed like a foregone conclusion. Fast forward to today, and Netflix has won a furious M&A bake-off after three rounds of bids.

Representatives for Netflix and WBD weren’t immediately available for comment.

These exclusive talks clear the road for Netflix to acquire the Warner Bros. studios, HBO Max and a treasure trove of IP assets like “Harry Potter” and the DC Universe. Netflix, which once aspired to be like HBO when first embarking on original content, is on a course to become its next owner. Obtaining such assets could dramatically reshape the entertainment landscape and give Netflix even more power over Hollywood — concerns the streamer will have to assuage.

Regulatory hurdles
The willingness to include the unusually large breakup fee was likely critical with questions arising on how Netflix will get a deal with Warner Bros. through regulatory approval. It would face stiff antitrust scrutiny and opposition from the U.S. Department of Justice, New York Post’s Charles Gasparino reported on Tuesday.

A representative for the Department Justice declined to comment on the report.

In a Nov. 13 letter to U.S. Attorney General Pam Bondi, Federal Trade Commission Chairman Andrew Ferguson and Department of Justice antitrust division assistant attorney general Gail Slater, Republican Rep. Darrell Issa warned that a Netflix bid would raise antitrust concerns that could harm consumers and Hollywood alike. He noted that consolidation between the two companies would “diminish incentives to produce new content and major theatrical releases,” which could “undermine opportunities for the full range of industry professionals both in front of and behind the camera.”

California Attorney General Robert Bonta has previously voiced his opposition to any deals involving WBD. “Further consolidation in markets that are central to American economic life — whether in the financial, airline, grocery or broadcasting and entertainment markets — does not serve the American economy, consumers or competition well,” his office told TheWrap last month in response to Paramount’s initial offer.

“We are committed to protecting consumers and California’s economy from consolidation we find unlawful,” the spokesperson added.

The process of completing the deal could distract the company from executing its core business. There’s also the X factor of Netflix jumping into the deep end of the theatrical business, a part of the entertainment world it has kept its distance from. Netflix shares fell 5% on Wednesday when investors realized the prospect of a deal happening was very real.

Would Paramount Be A Good Suitor For Warner Bros. Discovery Global?

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Paramount is planning to several linear channels across the world by the end of 2025. This includes Nickelodeon's channels in New Zealand and Brazil, BET in France and MTV's music channels across Europe.

Amidst this, Paramount is currently in pursuit of Warner Bros. Discovery which distributes brands like Discovery Channel, HGTV, Cartoon Network and CNN. Prior to this bid, Warner Bros. Discovery was exploring potential split with most of their cable networks forming part of Discovery Global.

If we analyze most of the channels Paramount is looking to shutter across the world such as BET in France and Nickelodeon in Brazil. You would discover that most of the hits target regional or localised brands which does lead us to wonder what is to become of Discovery Global.

Discovery Global offers a lot of cable networks compared to Paramount the ones which have seen success internationally include Cartoonito, Boing and DMAX. These would expand to include regional networks like Discovery Family, Real Time and TNT.

In the event where Paramount bid is probably deemed successful whose to guarantee that these networks won't walk out the door. Paramount is pivoting toward streaming and wanting to offer content with global appeal.

If you look at the state of Paramount's cable networks their operations would be reduced to just MTV, Comedy Central, Nickelodeon, Nick Jr. and Nicktoons by next year. As BET, MTV Base and various other channels get their affairs in order and bid farewell.

There's a chance Cartoon Network and Nickelodeon could be placed under the same umbrella although Paramount intends to keep certain aspects of Warner Bros. Discovery. Reductions is the one thing that usually comes out of a merger or acquisition.

Paramount intends to merge HBO Max with Paramount+ and that wouldn't necessarily equal more content. HBO Max in such a transaction could become what Hulu is on Disney+ globally as opposed to a juggernaut like Netflix.

Paramount very much like Warner can see the writing on the wall when it comes to dominance and the reality is that not everyone can be a shark under water. Some companies to resort to partnerships or even mergers to become a bigger fish in the ocean.

Usually in merger and acquisitions, the acquiring company puts their needs above all else. In the first round, it would be Nickelodeon, Nicktoons, Nick Jr., from Paramount going up against Cartoon Network and Cartoonito from Warner Bros. Discovery.

Warner Bros. Discovery had been reliant on third party content for these cable networks and Paramount may not like that strategy. Aside from that, Cartoon Network makes 15%-20% of its revenue from 2014 which has affected the channel's overall performance.

Teen Titans GO! is currently the only primetime show on the network while other productions like Tiny Toons Looniversity and We Baby Bears wrap productions. Then there's Batwheels on Cartoonito which has been on limbo following its third season renewal.

Paramount in its attempts at scaling back on costs could opt to merge Cartoon Network's operations with that of Nickelodeon or Nicktoons while Cartoonito is phased out in favour of Nick Jr.

The second round would comprise of Travel Channel, Discovery Family, Real Time and TNT.

As seen already, Paramount is scaling back on its international operations with the closures of CBS Reality, CBS Justice, MTV Base and BET. Whose to say that the same fate won't await these brands.

Discovery Channel and TLC have more reruns and part of their primetime shows are likely reruns from HGTV and Food Network. It kind of makes Discovery Family and Real Time obsolete if the company doesn't have much content for their core brands.

Travel Channel is very similar to BET and CBS Reality when it comes to scale with the channel that had also seen a slow decline in carriage. Under Paramount, this endeavours would be accelerated even further.

Comcast Looking To Spinoff And Merge It's NBCUniversal's Division With Warner Bros. Discovery

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The future of Warner Bros. Discovery is hanging in the balance, with the entertainment company’s board of directors now weighing second round bids for the company from Comcast, Paramount and Netflix.

The offers were due Monday, and all three companies submitted their revised plans.

While the specific cash amounts were not immediately clear (also complicated by the fact that only Paramount is pursuing the whole company), the second round bids included some notable tweaks. Netflix, for example, is now a mostly cash bid, after initially leaning on its stock as a key part of the deal.

And Paramount is offering all-cash, having secured debt financing from the private equity giant Apollo, as well as unknown Middle East sovereign wealth funds. The nature of the debt financing means that Ellison and Redbird will retain total control of Paramount if they are successful in their bid.

Comcast, meanwhile, is said to have proposed a deal that would see it spin out NBCUniversal into WBD in what would likely be a stock-heavy transaction.

Barring any surprise late bidders or a call by the WBD board to continue with their split, one of the three media giants is likely to emerge as the buyer of assets that include the venerable Warner Bros. film and TV studios, HBO and HBO Max, and IP that includes DC Comics, Friends, and Harry Potter.

So what happens next? WBD’s board will need to weigh the new offers, and either request a third round of bids if they feel they can extract more compelling offers, or pick a winner and start working on a binding agreement.

To split or not to split: This is in many ways the fundamental question about the future of WBD. The company was planning to split itself in two: A streaming and studio business, and a linear TV business. Paramount wants the whole thing, while Comcast and Netflix want to stay away from linear. Does the company sell itself whole (likely to Paramount) or split itself, either in a sale or a continuation of its previous process?

Regulatory hell: The Trump administration has made it clear that David Ellison and his father Larry Ellison would have an easier regulatory path, fresh off their deal for Paramount. At the same time, anonymous administration sources have made it clear to friendly voices like Fox Business Network and the New York Post’s Charlie Gasparino that Netflix and Comcast would face scrutiny. How tough will the government be? And will it dissuade the WBD board from cutting a deal with anyone that doesn’t have the last name Ellison?

Film’s future: Netflix is not in the theatrical film business, really. NBCUniversal and Paramount are. But if the WBD studios are sold, what happens to its film studio, which has had a breakout year under the leadership of Michael De Luca and Pamela Abdy? Netflix has reportedly promised continues theatrical releases, but does that mean the same sort of wide release WB has done? Or a Netflix-ified version? Would NBCU or Paramount really just double their film output? Or is the future of WB more like 20th Century Fox, as a niche with a few releases under the larger umbrella?

Sports superpower: WBD may have lost its NBA rights, but its portfolio still includes prime MLB and NHL deals, one half of the March Madness college basketball tourney (Paramount has the rest) and other rights that include the French Open and college football. When added to the portfolios of Paramount or NBCU, it could make for a compelling sports proposition, a sports media giant that would rival only ESPN in scale. But with those rights set to travel with the linear TV business, their future remains uncertain.

What about Zas? WBD CEO David Zaslav has made no secret of his love of the game. He hosts star-studded dinners at his Beverly Hills mansion (once known as Woodland, the estate of mogul Robert Evans), he has sought out meetings and held court at his U.S. Open suite with A-listers and tycoons. Would he really hang up his power suit (or power vest?) that easily? Paramount has reportedly offered him a major role, so it stands to reason that others may make similar offers as further enticement for a deal.

Mystery bidder: We know that Paramount, Comcast and Netflix have submitted bids, but that doesn’t preclude a surprise bidder entering the fray. Perhaps, say, a private equity firm backed by Middle Eastern money? Or a Japanese entertainment conglomerate with an American partner? Don’t count out any surprises.

Paramount Looking To Increase Its Bid For Warner Bros. Discovery To $71 Billion

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David Ellison’s Paramount Skydance is said to be turning to new partners in the Middle East to help back his offer to acquire Warner Bros. Discovery in its entirety.

Paramount Skydance has formed an investment consortium with the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi to submit a bid for Warner Bros. Discovery, sources told Variety. The bid is being largely backed by the Ellison family (which owns 100% voting control in Paramount Skydance) with involvement from three Arab countries: Saudi Arabia’s Public Investment Fund (PIF), the Qatar Investment Authority (QIA) and the Abu Dhabi Investment Authority (ADIA), the sources said. In addition, Gerry Cardinale’s RedBird Capital is backing the bid.

Each of the funds would put up $7 billion (for a total of $21 billion); Paramount Skydance would front $50 billion for a proposed WBD acquisition for a total of $71 billion. (It’s not clear if that price tag would be inclusive of debt.) The board of Warner Bros. Discovery had previously rejected a $23.50/share offer from David Ellison.

The board of Warner Bros. Discovery has set a Nov. 20 deadline for initial bids from interested acquirers, which also include Comcast and Netflix.

Separately Tuesday, Saudi Crown Prince Mohammed bin Salman was meeting at the White House with President Trump.

Meanwhile, Comcast co-CEO Brian Roberts traveled to Saudi Arabia in late October to attend a conference in Riyadh hosted by the PIF, Variety has confirmed. He also visited Qiddiya, where the country is building a theme park destination, to scope out the area for a possible Universal park in the area. But it’s not known whether Roberts solicited investment backing from the Saudis for a Warner Bros. bid by Comcast.

Reps for Paramount Skydance, Warner Bros. Discovery and Comcast declined to comment.

Under the scenario in the WBD bid led by Paramount Skydance, the Saudi, Qatar and Abu Dhabi funds would hold small minority stakes in Warner Bros. Discovery. Each of the three would get “an IP, a movie premiere, a movie shoot,” a knowledgeable source told Variety. “All they care about is reputation and soft power,” the source added.

The Saudis do not have “any incentive” to join a prospective Comcast bid for Warner Bros. (excluding WBD’s linear TV networks) because their understanding is that “the Trump administration doesn’t like Comcast CEO Brian Roberts at all,” the source said.

Trump, who has regularly been upset about the coverage of Comcast-owned MSNBC (which is now called MS NOW), earlier this year called Roberts the “chairman of ‘Concast’” and a “lowlife.” Trump has equated the cable news outlet to “an illegal arm of the Democrat Party,” and claimed that Comcast “should be forced to pay vast sums of money for the damage they’ve done to our Country.”

Saudis Reportedly Eyeing Warner Bros. Discovery With Comcast

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The Public Investment Fund (PIF) of Saudi Arabia – reportedly worth upwards of a trillion dollars – may be entering the fray for a potential takeover of Warner Bros. Discovery (WBD), and it may be teaming up with Comcast Corporation.

Comcast CEO Brian Roberts recently traveled to Saudi Arabia, where he held meetings with PIF officials while exploring a WBD bid.

According to The New York Post and Puck News, Roberts also visited Qiddiya, the site of Saudi Arabia’s upcoming “megacity of play” where a Universal‑branded theme park is expected in partnership with Comcast’s theme‑park business.

Why the Saudis Are Interested: Studios, Streaming & Theme Parks
The Saudi connection makes strategic sense. The PIF may want the Warner Bros./DC brand as the anchor for a Universal Studios park in Qiddiya, pairing with Comcast’s existing theme‑park infrastructure.

A Saudi–Comcast alliance would thus bring global content, streaming/IP rights, and a real‑world destination into one package.

Meanwhile, WBD is already positioned for sale: the company plans to split into two public entities — one focused exclusively on studios and streaming (Warner Bros.), and the other on linear networks (Discovery Global) — by mid‑2026.

Fewer Regulatory Hurdles Thanks to Spinoffs
Regulatory concerns that typically plague big media mergers may be reduced in this case.

Comcast is spinning off its U.S. cable networks and related news assets into a new publicly traded company called Versant Media Group Inc., which will leave Comcast primarily with its theme‑park, streaming, and studio assets.

At the same time, WBD’s planned split isolates the studio/streaming business from its legacy cable networks, making the part that potential buyers want cleaner and more streamlined.

What It Means for the WBD Sale Race
If a Saudi–Comcast bid materializes, it could throw a new wrinkle into the running, which already includes Paramount Global/Skydance (led by David Ellison) and streaming players like Netflix.

The presence of Saudi backing adds serious firepower and global ambition. With WBD stock already rising past $20 and Zaslav aiming for far more, a new bidder like this could accelerate or reshape the bidding war.

The article was originally published by Cosmic Book News

Sky New Zealand Launches Two New Channels To Replace Paramount's Offering And Cartoon Network

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Sky New Zealand is launching two new self-branded channels to replace Paramount’s Nickelodeon, Nick Jr, Comedy Central and Cartoon Network, which are ceasing transmission from early December.

The new offerings, Sky Comedy and Sky Kids, will carry programming from the expiring channels in addition to new shows from a range of studios and locally commissioned content.

“Kids and comedy programming are at the heart of Sky’s entertainment offering. By bringing these important channels ‘in-house’ we can choose and curate the content that we know our customers enjoy and engage with, combining Paramount fan favourites with content from other studios,” said Fiona Murray, Sky NZ’s head of entertainment.

Sky Comedy will feature Comedy Central content including the final season of The Late Show with Stephen Colbert, South Park, The Daily Show and Beavis & Butt-Head, in addition to retro classics including Cheers, Reno 911!, Nathan For You and Key & Peele.

Sky Kids is being pitched as offering educational programming for preschoolers through to primary school-age children. Former Nickelodeon and Nick Jr content will be included alongside “a strong slate of local programming.”

The new outlet will complement the existing CBeebies channel, providing local content including Katie’s Kuri and The Last Moa, as well as multiple seasons of home-grown hits such as Kiri & Lou, The Drawing Show, Extreme Cake Sports and Secrets at Red Rocks.

Sky NZ said some content from the axed channels will continue to be available via on-demand on the new Sky Experience service across the Sky Box and Sky Pod platforms. Cartoon Network content will continue to be available on-demand through the HBO Max hub via the Sky Entertainment package.

The broadcaster has also partnered with Mood TV to bring two new local music channels to its channel line-up, Juice TV and J2, which effectively replace MTV Hits and MTV 80s. In line with the global shutdown of the MTV brand, the music channels will no longer be available via linear in New Zealand.

In October, it was announced that MTV linear channels would progressively shut down in the UK, Poland, France and Brazil. In Australia, the MTV brand has suffered a similar fate, with its channels having been shut down weeks ago by OTT provider Fetch TV. Paramount owned Australian channels MTV 80s, MTV 90s, MTV 00s, MTV Club and MTV Hits which were previously carried by Foxtel in a deal that was not renewed.

All changes to Sky NZ programming take effect from December 2.

Comcast Looking To Make A Bid For Both Warner Bros. Discovery And UK Based Broadcaster ITV

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Comcast’s European pay-TV business Sky is in talks to acquire U.K. TV giant ITV’s media and entertainment (M&E) unit.

In a statement early Friday morning London time, ITV said it “is in preliminary discussions regarding a possible sale of its M&E business to Sky for an enterprise value of £1.6 billion,” which translates to $2.1 billion.  

The M&E business includes ITV’s commercial free-to-air TV channels in the U.K., as well as its ITVX streaming platform. Its revenue for the first nine months of 2025 was down 5 percent from the year-ago period to £1.45 billion ($1.90 billion).

Not part of a deal would be production powerhouse ITV Studios, which produces such shows as Love Island, Britain’s Got Talent, and the Harlan Coben Netflix hit series Fool Me Once, among many others. ITV Studios has been the topic of much deal chatter in recent years, with the likes of Banijay, All3Media parent RedBird IMI, and others being cited as potential buyers.

Sky is led by CEO Dana Strong. It not only operates pay-TV and streaming businesses in the U.K., Ireland and Italy, but has also been growing its telecom offerings, such as broadband and mobile phone operations. Sky also owns the production arm Sky Studios, which is led by Cécile Frot-Coutaz and has been growing its investment in original content creation. Recent Sky Studios productions have included the likes of Mary & George, starring Julianne Moore, The Tattooist of Auschwitz, starring Harvey Keitel, and The Day of the Jackal, starring Eddie Redmayne and Lashana Lynch.

While confirming overnight reports of deal talks, ITV on Friday also emphasized that a transaction for its M&E division with Comcast’s Sky may ultimately not come together. “There can be no certainty as to the terms upon which any potential sale may be agreed or whether any transaction will take place,” its statement highlighted. “A further announcement will be made in due course if appropriate.”

lTV is led by CEO Carolyn McCall. The news of the deal talks came after ITV said on Thursday that it was planning $46 million in “temporary,” or “one-off,” cost savings amid “softer” advertising demand in the fourth quarter.

Comcast’s potential play for parts of ITV comes at a time when it also seems to be exploring a potential bid for parts of Warner Bros. Discovery (WBD). Overnight reports said that Comcast has hired Goldman Sachs and Morgan Stanley to evaluate a possible deal for the David Zaslav-led Hollywood conglomerate’s studio and streaming businesses, following WBD’s recent decision to explore various deal options.

Warner Bros. Discovery Rejects Paramount's Initial Bid For The Company

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Warner Bros Discovery Inc. has rebuffed Paramount Skydance Corp.’s initial takeover approach for being too low, according to people familiar with the matter.
Warner Bros. rejected Paramount’s offer of around $20 per share in recent weeks, the people said, asking not to be identified because the matter is private.

Paramount, led by David Ellison, has several options in its pursuit of Warner Bros., including boosting its bid, going directly to shareholders or finding additional backing through a financial partner, they added.

CNBC’s David Faber reported last week that the companies are in talks about a deal but are in disagreement over price and that Paramount could make its offer public to shareholders to pressure Warner Bros.

Representatives for Paramount and Warner Bros. declined to comment.

Warner Bros. shares closed at $17.10 on Friday, giving the company a market value of $42.3 billion. Paramount shares were at $17 a share, valuing it at $18.6 billion.

Ellison, the son of billionaire Larry Ellison, took over Paramount, the parent of CBS, Nickelodeon, MTV and the namesake movie studio, in August after completing an $8 billion merger with his film production company Skydance Media.

Paramount has been in talks with alternative asset manager Apollo Global Management about backing its bid, Bloomberg News reported last week.

Ellison said at the Bloomberg Screentime conference last week that he couldn’t comment on Warner Bros. specifically, but he did make the case for more industry mergers.

Warner Bros. plans to split into two businesses, one focused on cable TV and the other on streaming and studios, in a deal expected to be completed next year.

Warner Bros. CEO David Zaslav believes he can get a hefty premium for his streaming and studios businesses once they’re separated from the debt-laden cable networks, Bloomberg News previously reported. To clinch a deal, Ellison will have to convince him that he isn’t leaving money on the table by selling before that happens.

Sony Interested In Buying Warner Bros. Discovery After Split

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Less than a week after Warner Bros. Discovery announced it was splitting into two separate companies, Sony is considering a purchase of WBD’s streaming and other assets.

Sources have told SEScoops that Sony is considering a purchase of the newly announced WBD Streaming and Studios company, which is expected to complete its separation from WBD Global Networks by mid-2026. Sony is interested in acquiring WBD’s HBO MAX streaming service, IPs and its gaming assets.

WBD announced on June 9 it was splitting the company, with most of the company’s $37 billion in debt attached to the WBD Global Networks, which include its vast number of cable channels, including CNN, TNT and TBS.

At the time the deal was announced, sources with knowledge of All-Elite Wrestling’s contract with WBD said no changes were expected with the company split.

Sony and Warner Bros. Discovery were working together to build a joint movie studio in Las Vegas this year. According to Variety, the proposal for the 31-acre facility ended on June 3 after the Nevada State Senate rejected a $95 million annual tax subsidy.

Sources said Sony was only interested acquiring WBD’s streaming, studio and gaming assets if they were separated from its cable networks, which have lost millions of homes as viewers abandon traditional cable packages.

David Zaslav, the current CEO of Warner Bros. Discovery, is expected to take over WBD Streaming and Studios after the spin-off is complete in 2026. His status under a potential Sony purchase is unclear.

Warner Bros. Discovery Looking To Spin-Off It's Cable Networks Ahead Of Restructure

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Warner Bros Discovery (WBD) is moving towards a potential break-up, CNBC reported on Thursday, as media companies explore options for their struggling cable TV businesses and sharpen focus on their faster-growing streaming and studios divisions.

WBD shares surged more than 4% on the news, rebounding from earlier losses of nearly 6% that were triggered by a dour quarterly report.

The company missed first-quarter revenue estimates and posted a larger-than-expected loss earlier in the day due to a sluggish box office performance and ongoing declines in cable.

The media industry is going through what some executives have called a “general disruption” as millions of subscribers abandon once-lucrative cable TV for streaming. That has piled pressure on companies to consistently produce hit studio content and boost profitability in their streaming businesses.

WBD had laid the groundwork for a possible sale or spin-off of its declining cable TV assets in December by announcing a separation from its streaming and studio operations. It reported results under the new structure for the first time on Thursday.

A split will align the company with Comcast, which is spinning off most of its cable TV networks such as MSNBC and CNBC to position itself for growth in the streaming era.

Analysts have long speculated about a break-up of WBD, formed by the 2022 merger between Warner Media and Discovery.

“WBD would be leaner and have stronger growth potential without cable assets. But finding a buyer could be difficult. Linear TV is deteriorating and WBD has big debts,” said eMarketer analyst Ross Benes.

WBD, which has $38bn (R693.4bn) of gross debt, did not respond to a Reuters request for comment on the CNBC report.

Its CEO David Zaslav said on Thursday the company's programming strength was helping Max attract subscribers in a crowded market for streaming services.

WBD added 5.3-million streaming subscribers in the January to March quarter, more than the 3.1-million estimated by analysts, taking its total to 122.3-million. Its content slate in the period included the third season of HBO's The White Lotus and the medical drama series The Pitt.

However, its results were hampered by a weak showing at the box office as WBD struggled to replicate the success of last year's Dune: Part Two, which grossed more than $700m (R12,7-trillion). Its marquee release for the period, Bong Joon Ho's sci-fi dark comedy Mickey 17, earned only slightly more than its reported budget at the box office.

Studio revenue fell 18% to $2.3bn, missing estimates of $2.7bn, according to Visible Alpha.

The company has, however, made a strong start to the second quarter with Ryan Coogler's horror film Sinners and the blockbuster A Minecraft Movie, which has raked in around $900 million globally, making it the biggest release of 2025 so far.

Revenue at the TV networks segment, which includes CNN, Discovery Channel and Animal Planet, fell 7%.

Overall, revenue fell 10% to $8.98bn, missing analysts' average estimate of $9.60bn, according to data compiled by LSEG. Loss of 18c per share was also larger than expectations for a 13c loss.

Press Release: Netflix Announces Live Action Scooby-Doo Series

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The eight-episode show goes back to the haunting case that started it all.

Half a century, three theatrical films, and more than a dozen animated series later, Scooby-Doo remains one of pop culture’s most recognizable and entertaining characters. But few people know about how the cowardly dog and his mystery-solving gang first got together. In a new series, showrunners Josh Appelbaum and Scott Rosenberg (and their production company, Midnight Radio) are going back to the beginning, to the terrifying case that started it all.


Based on the characters from Hanna-Barbera, the latest show is a modern reimagining of the iconic mystery-solving group of teens and their very special dog. During their final summer at Camp Ruby-Spears, old friends Shaggy and Daphne get embroiled in a haunting mystery surrounding a lonely lost Great Dane puppy that may have been a witness to a supernatural murder. Together with the pragmatic and scientific townie, Velma, and the strange, but ever-so-handsome new kid, Freddy, they set out to solve the case that is pulling each of them into a creepy nightmare that threatens to expose all of their secrets.  

The series will be executive produced by Rosenberg and Appelbaum, as well as Greg Berlanti, Sarah Schechter, Leigh London Redman (via Berlanti Productions), and André Nemec and Jeff Pinkner (via Midnight Radio). “One of my first and favorite jobs in Hollywood was sitting with Bill Hanna and Joe Barbera while they signed animation cels,” says Greg Berlanti. “Josh and Scott and everyone at Midnight Radio have crafted a story that captures their amazing spirits and their genius creation. We are grateful to them and everyone at Warner and Netflix for the partnership in helping bring this iteration of Scooby-Doo to life!”

This isn’t the first time a beloved franchise has made its live-action debut on Netflix. Netflix has continued the world-building of beloved franchises with live-action adaptations of ONE PIECE and Avatar: The Last Airbender, as well as fan-favorite characters like Wednesday. “Mystery Inc. is back in business! We’re excited to bring Scooby-Doo to TV as a live-action series for the first time,” said Peter Friedlander, vice president of scripted series at Netflix. “The beloved franchise has had an impact on pop culture that is undeniable — it’s rich with universal themes of friendship that generations of fans have long embraced. Together with creative powerhouses Berlanti Productions and Midnight Radio, we’re committed to delighting longtime fans and opening up a world of groovy adventures for a new era of meddling kids.” 

The show is a result of Berlanti Productions’ overall deal with Warner Bros. Television. Clancy Collins White, president of creative affairs at Warner Bros. Television, added, “We’re thrilled to collaborate with our longstanding partners at Berlanti Productions and with Midnight Radio to bring the legendary Scooby-Doo franchise to a live-action series for the first time. It’s no mystery why audiences continue to love these iconic characters after more than a half century. We’re excited for a new generation to discover Mystery Inc. And we’re grateful to our partners at Netflix for the opportunity.”

Warner Bros. Discovery To Separate Linear From Streaming And Studios

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Warner Bros Discovery is to bring in a new corporate structure that will see the creation of two separate divisions, Global Linear Networks and Streaming & Studios.

The never-ending cycle of merger and demerger is described as being “designed to enhance its strategic flexibility and create potential opportunities to unlock additional shareholder value.”

The two divisions will both come under the corporate wing of Warner Bros Discovery, but ultimately this could lead to a spin off of the channel assets. A sale of linear channels in the Nordics and Poland is already under consideration and is a reflection of similar moves within the big US networks. The future is clearly in streaming service Max and the production that feeds it.

“Since the combination that created Warner Bros. Discovery, we have transformed our business and improved our financial position while providing world class entertainment to global audiences,” said Warner Bros. Discovery President and CEO, David Zaslav. 

“We continue to prioritise ensuring our Global Linear Networks business is well positioned to continue to drive free cash flow, while our Streaming & Studios business focuses on driving growth by telling the world’s most compelling stories. Our new corporate structure better aligns our organization and enhances our flexibility with potential future strategic opportunities across an evolving media landscape, help us build on our momentum and create opportunities as we evaluate all avenues to deliver significant shareholder value.”

Its expected the new structure will be in place by mid-2025.

Last month, Comcast confirmed the separation of NBCUniversal’s cable television networks including USA Network, CNBC, MSNBC, Oxygen, E!, SYFY and Golf Channel. It might be expected for a similar move to take place at Paramount Global once its new owners are in place.

America's TruTV Becomes TNT Sports In October

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Warner Bros. Discovery (WBD) has announced that it will rebrand TruTV’s primetime lineup as “TNT Sports” beginning this October, which could be a seismic shift for sports broadcasting and wrestling entertainment.

The news came from WBD CEO David Zaslav during the company’s Q2 earnings call. This move is seen as a potential win for All Elite Wrestling (AEW) amid ongoing talks about its future on WBD networks. Media analyst Brian Steinberg tweeted details of the rebranding strategy, noting that TruTV will transition to become a home for sports under the TNT banner.

According to sources, this new programming block will operate similarly to Cartoon Network’s Adult Swim block, which functions as its brand despite sharing channel space.

Strategic Sports Expansion

The focus on sports is timely for WBD after NBA broadcasting rights recently shifted to Amazon Prime.

With AEW potentially joining Ring of Honor (ROH) whose importance within AEW Khan said has not been overstated but was not yet confirmed for TV on WBD airwaves at some point soon, it would appear the company wants more hours of live sports content under its belt.

In fact, Fightful’s Sean Ross Sapp pointed out earlier today that AEW talents are being featured prominently in early promotions for “TNT Overdrive,” suggesting Khan’s team will play a key role in the new TNT Sports lineup that night -- and grow more influential within the broader sphere of televised athletics-entertainment.

At present, though, these are only good signs; Khan himself called talks with WBD “complicated," but recently expressed optimism following a meeting with Zaslav during the Olympics when reached by @SeanRossSapp. The exclusive negotiating window between parties expired yesterday, allowing AEW to engage with other networks unless/until WBD closes a deal.

Regardless of whether or not anything comes from current conversations between AEW and WBD, the ripples from this news could fundamentally change how wrestling is presented to audiences, aligning AEW with WBD’s rekindled focus on sports and entertainment.

Such an alliance would be expected to ensure All Elite Wrestling continues growing as a major player in the increasingly crowded field of televised athletics entertainment.