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Paramount is escalating its takeover battle for Warner Bros Discovery (WBD) by planning a proxy fight to replace members of WBD’s board and reopen negotiations. The development comes after WBD agreed in December to sell most of its business to Netflix for $83bn and rejected Paramount’s higher $108bn full-company offer. As part of the strategy, Paramount has discussed nominating Matt Halbower — CEO of Pentwater Capital Management, WBD’s seventh-largest shareholder (~$1.3bn stake) to WBD’s board. Halbower confirmed talks but said no final decision has been made. Paramount is preparing a slate of directors large enough to overturn a majority of WBD’s 14-member board if shareholders support it. Paramount has already urged shareholders to vote down the Netflix transaction at a March vote and plans to nominate directors at WBD’s annual meeting to pursue its alternative deal. To attract investor support, Paramount recently sweetened its $30/share proposal by offering a “ticking fee” — quarterly payments of $0.25/share if regulatory approval delays closing beyond 2026. The Netflix agreement could also face antitrust scrutiny from the US Department of Justice.
Paramount’s bonds traded stable with its 5.9% 2040s at 85.8, yielding 7.51%. WBD’s 4.279% 2032s also traded stable at 90.3, yielding 6.2%.
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