Netflix's Warner Bros. Deal Is Under Fire. Odds Shift in Paramount's Favor. - Barron'sSkip to Main ContentThis copy is for your personal, non-commercial use only. Distribution and use of this material are governed by our Subscriber Agreement and by copyright law. For non-personal use or to order multiple copies, please contact Dow Jones Reprints at 1-800-843-0008 or visit www.djreprints.com.# Netflix's Warner Bros. Deal Is Under Fire. Why the Odds Are Shifting in Paramount's Favor.By [George Glover]ShareRes ...

Core Viewpoint - Warner Bros Discovery (WBD) may need to reconsider a bid from Paramount Skydance due to regulatory pressures surrounding its nearly finalized $72 billion deal with Netflix [1][2]. Group 1: Bidding Process and Offers - WBD is under pressure to reopen the bidding process and consider a "sweetened" offer from Paramount, which has not increased its all-cash bid of $78 billion but has agreed to cover a breakup fee to exit the Netflix deal [3][5]. - Paramount's CEO David Ellison is hopeful for an increase in their offer to over $85 billion, surpassing Netflix's bid of $27.75 per share [5]. - If WBD reopens the bidding, Netflix will have the opportunity to match any new offer from Paramount [6]. Group 2: Regulatory Challenges - The regulatory environment poses significant challenges for Netflix, with potential antitrust scrutiny from the Trump administration that could delay the deal for six months or more [4][9]. - Concerns about Netflix's market power and its implications for competition are heightened, with the DOJ examining whether Netflix constitutes a streaming monopoly [12][13]. - GOP lawmakers have expressed worries about Netflix's influence over culture and programming, which may further complicate WBD's decision-making process [14].

Core Viewpoint - Warner Bros Discovery Inc. is considering reopening sale discussions with Paramount Skydance Corp. after receiving an amended offer, which may lead to a bidding war with Netflix Inc. [1][2] Group 1: Offer Details - Paramount's amended offer includes covering a $2.8 billion fee owed to Netflix if Warner Bros. terminates their agreement and backing a Warner Bros. debt refinancing [3] - Paramount also promises to compensate Warner Bros. shareholders if the deal does not close by December 31, indicating confidence in swift regulatory approval [3] Group 2: Board Considerations - Warner Bros. board is evaluating whether Paramount's offer could lead to a superior deal or prompt Netflix to increase its bid, amidst pressure from shareholders to engage with Paramount [2][4] - The board has not yet decided on a response and still has a binding agreement with Netflix for a $27.75 per share deal [4] Group 3: Competitive Landscape - Both Paramount and Netflix have expressed willingness to raise their bids to secure a deal for Warner Bros., with Paramount's CEO stating that the current offer is not final [6] - Netflix's leadership has indicated to shareholders that they could also increase their offer [6] Group 4: Shareholder Sentiment - Some Warner Bros. shareholders, including Pentwater Capital Management and Ancora Holdings Group, believe the board should engage with Paramount, although only 42.3 million shares have been tendered to Paramount, representing less than 2% of outstanding shares [10]

Group 1 - Warner Bros. Discovery's board is considering reopening sales talks with Paramount Skydance after receiving an amended offer with improved terms [1] - Paramount's initial hostile bid for Warner Bros. included an all-cash offer of $30 per share, which is higher than Netflix's previous agreement of $27.75 per share [2] - Paramount has introduced a ticking fee of 25 cents per share for any delays in regulatory approval, potentially amounting to approximately $650 million in cash value per quarter until December 31, 2026 [3] Group 2 - Paramount has committed to covering a $2.8 billion termination fee to Netflix if the Warner Bros. deal is terminated, along with eliminating $1.5 billion in potential debt refinancing costs [3] - Both Paramount and Netflix have expressed willingness to increase their bids to secure the Warner Bros. deal, indicating competitive dynamics in the acquisition process [4] - This marks the first time Warner Bros. is evaluating whether Paramount's offer could lead to a better deal or prompt Netflix to enhance its terms [4]

Core Viewpoint - Warner Bros Discovery is contemplating reopening sale discussions with Paramount Skydance following an amended offer from Paramount, which may present a more favorable deal compared to the current agreement with Netflix [1][4]. Group 1: Offer Details - Paramount has enhanced its bid for Warner Bros by proposing a 25-cent-per-share quarterly "ticking fee," amounting to approximately $650 million, starting in 2027 until the deal closes [5]. - Paramount has also agreed to cover Warner Bros' $2.8 billion breakup fee to Netflix if Warner Bros decides to withdraw from the Netflix deal [5][7]. - Despite these enhancements, Paramount has not increased its initial offer of $30 per share, which values the deal at $108.4 billion, including debt [5]. Group 2: Strategic Interests - Both Netflix and Paramount are interested in acquiring Warner Bros due to its prominent film and television studios, extensive content library, and major franchises such as "Game of Thrones," "Harry Potter," and DC Comics superheroes [6]. - Activist investor Ancora Holdings, holding a stake of nearly $200 million, has expressed intentions to oppose the Netflix deal, claiming that Warner Bros' board did not adequately engage with Paramount regarding its competing bid [6].

Core Viewpoint - The acquisition battle for Warner Bros. Discovery involves significant stakes from both Netflix and Paramount, with activist investor Ancora Holdings influencing the situation by opposing Netflix's proposal [2][9][10]. Group 1: Acquisition Details - Netflix and Warner Bros. Discovery announced an agreement for Netflix to acquire Warner Bros.' film and television studios for an enterprise value of nearly $83 billion, assuming about $10 billion in debt [5]. - Paramount made a competing all-cash offer of $30 per share, totaling approximately $108.4 billion, including debt, backed by Oracle CEO Larry Ellison's personal guarantee of over $40 billion in equity financing [6]. - Paramount has enhanced its offer by proposing to pay Warner Bros. $650 million in "ticking fees" per quarter starting in 2027 until the acquisition closes, and it will cover the $2.8 billion termination fee owed to Netflix if Warner backs out [11]. Group 2: Activist Investor Influence - Ancora Holdings has acquired a $200 million stake in Warner Bros. Discovery, representing about 0.3% of the company, and plans to vote against the proposed sale to Netflix [9][13]. - Ancora expressed concerns regarding the uncertainty of cash consideration and debt allocation in the Netflix deal, as well as the potential for regulatory approval issues [10]. - The involvement of Ancora could rally other activists or sway investors to oppose the Netflix deal, despite its relatively small stake [13]. Group 3: Future Developments - Warner Bros. Discovery plans to review Paramount's updated deal, with a shareholder meeting to vote on the Netflix deal expected in late March or early April [14]. - Netflix aims to finalize its acquisition of Warner Bros.' assets within 12 to 18 months, contingent on regulatory approval [14].

Core Viewpoint - Warner Bros. Discovery has attracted the attention of activist investor Sachem Head Capital Management, which has significantly increased its stake in the company amid ongoing acquisition interest from Paramount Skydance [1] Group 1: Investment Activity - Sachem Head Capital Management doubled its holding in Warner Bros. Discovery to nearly 8 million shares by the end of Q4, making it one of the top 10 investments in U.S. stocks for the hedge fund [1] - Warner Bros. Discovery has a market value of approximately $70 billion, indicating its significant position in the media and entertainment sector [1] Group 2: Acquisition Interest - Paramount Skydance has made a hostile bid for Warner Bros. Discovery, which was rejected last month, and is now increasing pressure to engage in discussions regarding a potentially more attractive offer than Netflix's [1] - Paramount has hinted at the possibility of attempting to unseat Warner Bros. Discovery's directors, suggesting that the head of Pentwater Capital Management could be a viable candidate for the board [1] Group 3: Other Investments by Sachem Head - In addition to Warner Bros. Discovery, Sachem Head has made new investments in telecommunications company EchoStar, acquiring 5.2 million shares, as well as in online used car retailer Carvana and entertainment company Live Nation Entertainment [1]

Recent Events - Warner Bros. Discovery (WBD) is currently at the center of significant merger and acquisition activity, with Paramount and Netflix as the main bidders. Paramount updated its acquisition proposal on February 11, 2026, maintaining a cash offer of $30 per share but adding a "transaction waiting fee" of $0.25 per share to enhance its attractiveness. The Warner board has confirmed receipt of this offer and is evaluating it, but has not changed its support for the merger agreement with Netflix. Netflix previously proposed a cash-heavy acquisition plan focusing on Warner's film studio and HBO Max streaming assets. The bidding process may progress in the coming weeks, with reports suggesting a swift conclusion to the deal [1]. Company Status - Warner has announced plans to split into two independent publicly traded companies by mid-2026: one focusing on streaming and production (including HBO Max and Warner Bros. Pictures) and the other on global networks (including CNN and Discovery Channel). This move aims to optimize asset structure and pave the way for potential transactions [2]. Regulatory Policies - Paramount filed a lawsuit in January 2026, demanding Warner provide more details regarding the Netflix transaction, which could impact the acquisition process. Additionally, U.S. government scrutiny of the deal may become a focal point, with reports indicating that former President Trump might intervene in the review of the Netflix acquisition [3]. Financial and Operational Performance - Warner plans to regularly release financial reports, with the third-quarter report for 2025 showing revenue of $9.045 billion and adjusted EBITDA of $2.47 billion. Future financial reports may further reflect the company's performance and progress in the streaming business, with HBO Max expected to reach 150 million subscribers by the end of 2026 [4].

Group 1 - Paramount Skydance is making a hostile tender offer to attract Warner Bros Discovery (WBD) investors away from Netflix, with a shareholder vote anticipated soon [2] - The board's legal duty shifts to maximizing shareholder value once a company is up for sale, which may conflict with the board's preferred transaction [4] - Following Netflix's bid, several investment funds have increased their exposure to WBD's stock, indicating investor anticipation of a sale [5] Group 2 - The BlackRock Event Driven Equity Fund has increased its WBD holdings by 374% as of December 31, while the Vanguard Windsor II Fund raised its holdings by 15% [6] - Oakmark Funds, owning approximately 3.8% of WBD's outstanding shares, expressed satisfaction with the board's actions to unlock shareholder value [7] - Investor David Einhorn noted that his firm Greenlight Capital purchased WBD shares due to the competing offers, expecting a final share price in the low to mid $30s, aligning with Paramount's offer [7]

以上内容基于公开资料整理，不构成投资建议。 股票近期走势 收购进展显著影响WBD股价波动。受派拉蒙加码消息刺激，2026年2月10日股价收盘上涨2.17%至27.8 美元，成交额达9.78亿美元。截至最新交易日(2026年2月12日)，股价收于28.11美元，单日涨幅0.43%， 近5日累计上涨5.04%；成交额波动较大，反映市场对收购敏感度。 经济观察网近期，华纳兄弟探索(WBD)成为并购竞标焦点。派拉蒙于2026年2月11日修订收购方案，虽 未提高每股30美元的现金报价，但新增每股0.25美元的"交易等待费"(自2027年起每季度支付约6.5亿美 元)，并承诺承担华纳若终止与Netflix交易所需的28亿美元解约费，以增强报价吸引力。华纳董事会目 前仍支持Netflix的现金收购计划(企业价值约827亿美元)，但该交易正面临美国司法部反垄断调查，调查 于2026年2月8日启动，重点关注可能存在的排他性行为。同时，公司计划于2026年年中分拆业务为两个 独立上市公司，以提升资产灵活性。 ...