The fight for the future of Warner Bros. just got messier - podcast episode cover

The fight for the future of Warner Bros. just got messier

Dec 08, 20259 min
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Summary

The entertainment industry is in turmoil as Warner Bros. Discovery faces a high-stakes acquisition battle. Netflix initially proposed an $83 billion deal for WBD's studios and HBO, but Paramount Global countered with a $108 billion hostile takeover bid, aiming to acquire all of WBD, including cable channels like CNN. This episode explores the financial and strategic motivations behind these bids, the mechanics of a hostile takeover, the involvement of significant foreign investors and figures like Jared Kushner, and the potential impact of President Trump on regulatory approval, highlighting the complex interplay of finance, media, and politics in this epic corporate brawl.

Episode description

There's a growing fight in Hollywood over some of the biggest characters on screen, like Tony Soprano, Daenerys Targaryen and Harry Potter. All feature in shows and films owned by Warner Brothers Discovery, and now two companies are fighting to get a piece of the action. 

First, on Friday, Netflix struck an $83 billion deal to acquire Warner Brothers Studios and HBO. Then, just days later, Paramount upped the ante with a higher bid of $108 billion for Warner Brothers Discovery – which includes not just the movie studios and HBO, but also WBD’s cable channels, like CNN.

As corporate giants vie to take over Warner Brothers, we ask: What are the stakes for Hollywood and the news business? 

Editor’s note: Warner Bros. Discovery is a financial supporter of NPR.

For sponsor-free episodes of Consider This, sign up for Consider This+ via Apple Podcasts or at plus.npr.org.  Email us at considerthis@npr.org.

This episode was produced by Jordan-Marie Smith, Mia Venkat and Karen Zamora. It was edited by Pallavi Gogoi and Christopher Intagliata. Our executive producer is Sami Yenigun.

See pcm.adswizz.com for information about our collection and use of personal data for sponsorship and to manage your podcast sponsorship preferences.

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Transcript

Major Bids for Warner Bros. Discovery

There's a growing fight in Hollywood over some of the biggest characters on screen, like a New Jersey mob boss. Or a cynical nightclub owner. Of all the gin joints in all the towns in all the world, she walks into mine. Even a certain group of wizards in training. It was standing on a trap door, which means it wasn't there by accident. It's guarding something. Guarding something? That's right. Now...

If you two don't mind, I'm going to bed before either of you come up with another clever idea to get us killed. Or worse, expelled. That's Harry Potter and Casablanca and The Sopranos, all shows and films owned by Warner Brothers Discovery. Now... Two companies are fighting to get a piece of the action. First, on Friday, Netflix struck an $83 billion deal to acquire Warner Bros. Studios and HBO.

Just days later, Paramount upped the ante with a higher bid, $108 billion for Warner Bros. Discovery, which includes not just the studios and HBO, but also Warner's cable channels like CNN. Consider this. As corporate giants vie to take over Warner Brothers, what do this takes for Hollywood and the news business? From NPR, I'm Mary Louise Kelly. This message comes from Sattva, the official mattress and restorative sleep provider for the U.S. Olympic and Paralympic teams.

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At prices that get your budget, DSW, let them surprise you. It's Consider This from NPR. One way or another, Hollywood is getting upended. It was just this past Friday that Netflix announced a deal to take over Warner Brothers Discovery, home to hits from Casablanca to Batman. Now...

Paramount is mounting a hostile takeover bid. So we've invited our resident authorities to come help explain what is going on. NPR's Maria Aspen covers Wall Street. David Folkenflik covers the media. Hey to you two. Hey there. Hey, Mary Louise. Hey, so David, you kick us off. My jaw dropped this morning when I saw the Paramount offer because it upends everything that we thought was going to happen just a few days ago when you were on the show. What is the latest on the fate of Warner Brothers?

Right. Don't nap because the billions are ascending. Billions are rolling in. Yeah, they're rolling in. The Netflix bid was valued deal at. $83 billion, including debt to take over really Warner Brothers Studios, the HBO streaming service, the intellectual property behind DC Comics. And as you say, Casablanca and everything in between, as well as the HBO streaming service.

Meanwhile, Paramount Global, the Ellison family this morning upped the ante. They've offered to buy all of Warner Brothers Discovery, including the cable channels such as CNN. That deal is valued at $108 billion in all.

The Hostile Takeover Explained

Just how big a deal would this be whenever it finally sells? What are the stakes for Hollywood? Well, so this is a brawl of epic proportions. As you say, the Ellisons, Larry Ellison, the co-founder of Oracle, his son, David Ellison.

who had been with Skydance Media. They took over Paramount earlier this summer, but Paramount thinks it's still too small. And with this, they think they can compete with the like of Netflix. Here's how David Ellison, the CEO of Paramount, describes why he's interested in the deal. We love the movie and entertainment business. We believe deeply in its future and we want to help preserve and strengthen it. Movies are one of America's greatest exports.

And yet they fear they're just too small. Think of the fact that Disney bulked up to take on Netflix. by buying most of Fox's Hollywood assets. Netflix is already the world's largest streamer, already the nation's largest streamer. Netflix is saying, look, we can just sort of preempt this whole fight. Get HBO, the streamer, on board. Get Warner Brothers Studios on board. We kind of closed the fight before it started.

Well, and as news journalists, I will note their big stakes here for the news business to CNN. Yeah, right. Netflix isn't interested, you know, nor would Amazon or Apple appear to be the big digital titans. For a place like Paramount, you know, which already has CBS, they want to fold CNN in and presumably slash a lot of job lines to make this deal work. OK, Maria, you have been here on the Wall Street end of this. Paramount, the tactic they're using. here is a hostile takeover.

A, Y, and B, how would that work? Well, as the name implies, Paramount is essentially saying to Warner Brothers Discovery, well, we tried asking you nicely. Now the gloves are coming off. It's going directly to Warner Brothers Discovery shareholders. And this is where we see a difference between the executives of Warner Brothers, who usually call the shots, and its owners, who are all the investors, who own the company's stock.

Warner Bros. executives chose to go with the Netflix deal, so now Paramount is going to the shareholders and trying to make them a better offer. There are a couple of different kinds of hostile takeovers, but this is what's known as a tender offer. Paramount is essentially telling Warner Brothers shareholders, OK. Netflix promised you roughly $28 a share in cash and some stock, but we'll give you $30 a share, all cash. It's not a huge difference, but...

wouldn't you rather make more money? I would. And it'll be all in cash. And a Paramount deal would likely be faster to get regulatory approval. So Paramount is hoping its deal will convince enough shareholders to come over and join it. Hostile takeovers, in general, are they effective? They have a mixed track record. You may remember JetBlue, for example, tried to take over Spirit Airlines a couple of years ago, and that deal started with a hostile takeover bid.

A judge did eventually block the deal on antitrust grounds. But there have been some hostile takeovers that have been successful. The Brazilian-Belgian... brewery InBev took over Budweiser and Anheuser-Busch. That was a hostile takeover. Of course, more recently, we saw Elon Musk acquire Twitter, now X, in a deal that started as a hostile takeover.

Investors, Politics, and Deal Complications

One more question to you, Maria, and it's about foreign investors. If you read deep into the small print of this latest offer, the Paramount offer, It suggests significant foreign investors. Who are they? How would they be involved? There is a lot of Middle Eastern money in this deal.

The fine print, as you point out, says that sovereign wealth funds from Saudi Arabia, Abu Dhabi, Qatar would all have a stake, as well as an investment firm that's tied to China. There's also another investor that would have a stake in this deal. Jared Kushner. Of course, that is President Trump's son-in-law.

We should point out a couple of things. First of all, Paramount, as David mentioned, is run by the Ellison family. Larry Ellison is one of the wealthiest people in the world. He's currently worth more than $275 billion. So... It's interesting that Paramount is seeking foreign money for this. Now, it's important to note that the tender offer says these investors won't be involved in running the company. Also...

Jared Kushner's involvement in this deal is a reminder of just how much President Trump looms over corporate America and especially all major corporate transactions right now. Hmm. David, what role is President Trump poised to play? Do we know? Listen, in normal times, regulators don't take their cues from the president. These aren't normal times. Trump has clearly indicated for months that he thinks the Ellisons, who are allies, should have an inside track. Yesterday, he said Netflix bid.

would require him to be involved in thinking about it. But today, interestingly enough, he lashed out at Paramount for airing an interview with an ally turned critic of the president on CBS's 60 Minutes. CBS, of course, the Ellison's recently acquired. That could throw things in doubt as well. Reporting there from NPR's David Fokenflick and Maria Aspen, thanks to you both. You bet. Thank you. And a note, Warner Brothers Discovery is a financial supporter of NPR.

This episode was produced by Jordan Marie Smith, Mia Venkat, and Karen Zamora. It was edited by Pallavi Gogoi and Christopher Intagliata. Our executive producer is Sammy Yenigan. It's Consider This from NPR. I'm Mary Louise Kelly. Support for NPR and the following message come from Warby Parker, the one-stop shop for all your vision needs.

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