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Warner Bros. Discovery (WBD) has reopened negotiations with rival bidder Paramount Skydance after the latter improved its takeover proposal to $31/share in cash. Paramount strengthened its offer by raising the reverse termination fee to $7bn (from $5.8bn), promising Warner shareholders $0.25/share per quarter if closing extends beyond September 30. Besides, it also committed additional equity if lenders question its financing capacity. WBD’s board said it has not yet determined whether the revised offer is superior to Netflix’s proposal but will continue discussions. Under the current agreement, Netflix would have four business days to respond with a higher bid if a better proposal emerges. Paramount seeks to acquire the entire company, while Netflix has bid $27.75 per share (~$82.7bn including net debt) for selected assets, i.e., the film and TV studios, content library and HBO Max streaming service. The ultimate value of Netflix’s offer therefore depends partly on the valuation and debt of the spun-off company, which WBD estimates could add $1.33-6.86/share in shareholder value. Paramount argues it has a clearer path to US antitrust approval and has hinted at a board challenge if rejected, while activist investors are pressuring WBD to engage more deeply. WBD will hold a shareholder vote on the Netflix deal on March 20.
Paramount’s bonds traded marginally weaker with its 5.9% 2040s down at 84.9, yielding 7.6%. However, WBD’s 4.279% 2032s traded stable at 90.4, yielding 6.2%.
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