Overview
- Multiple reports say Netflix is preparing to convert its $82.7 billion cash-and-stock agreement for WBD’s studios and streaming assets into an all-cash offer to reduce equity risk and speed closing.
- Paramount sued in Delaware alleging WBD withheld material valuation details and moved to expedite the case before its Jan. 21 tender deadline; WBD called the motion "an exercise in urgency theatre," and a hearing is set for Thursday.
- WBD says it will file a merger proxy recommending a vote for the Netflix deal and will include additional disclosures and fairness opinions from its advisers.
- The competing proposals differ sharply: Netflix’s original terms equated to $27.75 per WBD share with a spinoff of cable networks, while Paramount’s hostile $30-per-share cash bid for the entire company is backed by a large Larry Ellison guarantee and substantial debt financing.
- Regulatory scrutiny is intensifying as Netflix and Paramount met with European Commission officials and sources say Paramount received a U.S. second request, while reports indicate an all-cash Netflix structure could bring a shareholder vote as early as late February.