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Paramount Global (Skydance) has escalated its hostile takeover bid for Warner Bros. Discovery (WBD) by filing a lawsuit and launching a proxy fight. Paramount is seeking to compel WBD to disclose the financial analysis used to justify its $82.7bn merger agreement with Netflix, arguing that WBD has not proven that the Netflix deal is financially superior. Paramount contends that its $108.7bn ($30/share) all-cash offer backed by a $40bn guarantee from Larry Ellison is better for shareholders than Netflix’s $27.75/share cash-and-stock bid. To derail the Netflix deal, Paramount plans to nominate a slate of directors to WBD’s board and propose a bylaw amendment requiring shareholder approval for any spinoff of WBD’s cable networks. WBD’s board has dismissed the lawsuit as “meritless,” citing the high risks of Paramount’s debt-heavy proposal and a potential $2.8bn breakup fee owed to Netflix.
WBD’s bonds were trading weaker with its 4.279% 2032s down 0.3 points to 88.7, yielding 6.5%. Netflix’s bonds also traded weaker with its 4.875% 2030s down 0.4 points to 102.5, yielding 4.2%.
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