WBD Acquisition Thread

[JulianRO]

Let's see how this will continue....

 

[Moe]

Let's see how this will continue....

Microsoft’s acquisition of Activision is vertical since PSKY’s acquisition of WBD is horizontal.

It will be a hard game for new lawyer to win.

State DAs will fight harder too.

 

[lowell]

Microsoft’s acquisition of Activision is vertical since PSKY’s acquisition of WBD is horizontal.

It will be a hard game for new lawyer to win.

State DAs will fight harder too.

Apparently, Kessler told David Ellison going to full trial without preliminary injunction was the strategy if he and Larry wanted to speed things up:

"On a call around 9 p.m. on Thursday, Jeffrey Kessler, the top trial lawyer for the media behemoth Paramount, made a stunning proposal that could stall the company’s $111 billion merger with Warner Bros. Discovery well into next year.

Then Mr. Kessler, the co-executive chairman of the law firm Winston Taylor, whom Paramount retained for the deal, called the states. Let’s forgo those early legal battles and move to a trial, he suggested, according to three people familiar with the call. Paramount would agree to halt its merger until June at the latest, while the court case played out, clearing the way for a legal showdown that could redefine Hollywood.

Mr. Kessler proposed the delay because Paramount thought going to a trial was the fastest way to complete the deal, according to two people familiar with the matter.

Hours later, on the call with the states and the Writers Guild, Mr. Kessler proposed the pause that would allow the case to go to trial.

Paramount’s willingness to wait until the deal’s expiration in June was meant to signal to Judge Martínez-Olguín that the company was trying to be constructive, two people familiar with the case said.

But Paramount will still look to move as quickly as possible within the court’s guidance.

Hashing out a trial date will be the next twist in the legal saga. In the flurry of negotiations on Thursday and Friday, Paramount and the states agreed to submit their proposed trial schedules next Friday.

But they appear to be far apart on that point: Paramount is targeting a November court date, and the states have said they want to go to trial sometime next year, two people familiar with the matter said."

Why Paramount Paused Its Blockbuster $111 Billion Deal for Warner Bros.

A flurry of negotiations last week cleared the way for an antitrust court battle with states that could determine the fate of the two iconic media giants.

www.nytimes.com

It makes sense why Larry wants a November trial instead of one in 2027 because with the proposed delay, the ticking fees would accumulate up to $2B by June:

"And with the so-called ticking fee of $6.7 million that Larry Ellison consented to pay every day past September 30 that the merger isn’t consummated, Larry could be facing up to $2 billion in extra payments to WBD shareholders. I know that he has a net worth of around $166 billion these days, but even he has to flinch at that.

If the courts ultimately block the deal on antitrust grounds, PSKY would also owe WBD another $7 billion in a regulatory breakup fee. The PSKY crew cannot be happy, even if they believe they will prevail in the end."

https://puck.news/newsletter_content/the-wbd-arbs-leon-blacks-dc-circus/

 

[Moe]

Apparently, Kessler told David Ellison going to full trial without preliminary injunction was the strategy if he and Larry wanted to speed things up:

"On a call around 9 p.m. on Thursday, Jeffrey Kessler, the top trial lawyer for the media behemoth Paramount, made a stunning proposal that could stall the company’s $111 billion merger with Warner Bros. Discovery well into next year.

Then Mr. Kessler, the co-executive chairman of the law firm Winston Taylor, whom Paramount retained for the deal, called the states. Let’s forgo those early legal battles and move to a trial, he suggested, according to three people familiar with the call. Paramount would agree to halt its merger until June at the latest, while the court case played out, clearing the way for a legal showdown that could redefine Hollywood.

Mr. Kessler proposed the delay because Paramount thought going to a trial was the fastest way to complete the deal, according to two people familiar with the matter.

Hours later, on the call with the states and the Writers Guild, Mr. Kessler proposed the pause that would allow the case to go to trial.

Paramount’s willingness to wait until the deal’s expiration in June was meant to signal to Judge Martínez-Olguín that the company was trying to be constructive, two people familiar with the case said.

But Paramount will still look to move as quickly as possible within the court’s guidance.

Hashing out a trial date will be the next twist in the legal saga. In the flurry of negotiations on Thursday and Friday, Paramount and the states agreed to submit their proposed trial schedules next Friday.

But they appear to be far apart on that point: Paramount is targeting a November court date, and the states have said they want to go to trial sometime next year, two people familiar with the matter said."

Why Paramount Paused Its Blockbuster $111 Billion Deal for Warner Bros.

A flurry of negotiations last week cleared the way for an antitrust court battle with states that could determine the fate of the two iconic media giants.

www.nytimes.com

It makes sense why Larry wants a November trial instead of one in 2027 because with the proposed delay, the ticking fees would accumulate up to $2B by June:

"And with the so-called ticking fee of $6.7 million that Larry Ellison consented to pay every day past September 30 that the merger isn’t consummated, Larry could be facing up to $2 billion in extra payments to WBD shareholders. I know that he has a net worth of around $166 billion these days, but even he has to flinch at that.

If the courts ultimately block the deal on antitrust grounds, PSKY would also owe WBD another $7 billion in a regulatory breakup fee. The PSKY crew cannot be happy, even if they believe they will prevail in the end."

https://puck.news/newsletter_content/the-wbd-arbs-leon-blacks-dc-circus/

Bench trial or jury trial?

 

[lowell]

Bench trial or jury trial?

There's nothing further on that yet for now as the judge has to also sign off on this proposed delay.

If she approves it, then we'll see where it goes. If not, then the hearing on the preliminary injunction continues as is.

 

[JulianRO]

The State Attorneys General's Assertions v. The Facts | Paramount + Warner Bros. Discovery

www.strongerhollywood.com

How hard PSKY tries to brainwash us....

 

[RandomMe]

Stronger Hollywood? More like Weaker Hollywood because of the planned merger, this implies less players.

 

[JulianRO]

Some Warner Bros. Execs Are Hoping States’ Antitrust Lawsuit Derails Paramount Deal

Some Warner Bros. Discovery execs are rooting for the states that have sued to block Paramount Skydance's WBD takeover to win in court and get the deal nixed.

variety.com

So the merger now slowly becomes unpopular among WBD's execs?

 

[Camping My TV Set]

Some Warner Bros. Execs Are Hoping States’ Antitrust Lawsuit Derails Paramount Deal

Some Warner Bros. Discovery execs are rooting for the states that have sued to block Paramount Skydance's WBD takeover to win in court and get the deal nixed.

variety.com

So the merger now slowly becomes unpopular among WBD's execs?

it's also entirely possible some of these executives never liked the merger in the first place and feel more confident in showing their disapproval now that its fate is uncertain

recall how zaslav was caught on a hot mic fully admitting closure wasn't a guarantee

 

[Moe]

The State Attorneys General's Assertions v. The Facts | Paramount + Warner Bros. Discovery

www.strongerhollywood.com

How hard PSKY tries to brainwash us....

PSKY isn't supposed to give detail about court case because their detail can be used against at PSKY in the court.

State AGs are looking to boost their case based on public statement outlined by PSKY.

Of course, PSKY is truly desperate since court case is unpredictable, so if it is permanently blocked, it is almost 99% done because US Supreme Court rarely take M&A case.

 

[lowell]

Some Warner Bros. Execs Are Hoping States’ Antitrust Lawsuit Derails Paramount Deal

Some Warner Bros. Discovery execs are rooting for the states that have sued to block Paramount Skydance's WBD takeover to win in court and get the deal nixed.

variety.com

So the merger now slowly becomes unpopular among WBD's execs?

It was never popular to begin with because Ellison's unsolicited offers and his proxy fight mess made it into a "forced wedding" situation.

it's also entirely possible some of these executives never liked the merger in the first place and feel more confident in showing their disapproval now that its fate is uncertain

recall how zaslav was caught on a hot mic fully admitting closure wasn't a guarantee

Considering they took Skydance's & RedBird's overhaul of Paramount Global in association with Bain & Company into account, nobody over there wants to be under David Ellison's watch at all.

Zaslav, Malone, & the WarnerDiscovery board wouldn't get on board until Ellison agreed to hike the breakup fee from $5.8B to $7B and they just only want that $7B check to help pay down the debt load.

PSKY isn't supposed to give detail about court case because their detail can be used against at PSKY in the court.

State AGs are looking to boost their case based on public statement outlined by PSKY.

Of course, PSKY is truly desperate since court case is unpredictable, so if it is permanently blocked, it is almost 99% done because US Supreme Court rarely take M&A case.

Yup, they didn't want the preliminary injunction hearing after seeing how the temporary restraining order was issued so lawyers told them to prepare for the delay and proceed directly to trial.

A little more on the sentiment of people in Hollywood on the potential delay:

"But given the Ellisons’ very public embrace of Donald Trump, who sang their praises at Friday’s grim White House Correspondents’ Dinner, this is an indisputable political winner for California’s Rob Bonta and the other blue-state A.G.s who sued to block the merger. “Once the states got together, there was never a chance of a settlement,” one seasoned attorney who’s not involved in the battle told me. “They’re going black or white.”

While the protracted uncertainty isn’t good for the deal or the companies involved, insiders say a lot of Warners staffers nonetheless welcome this latest twist. Said one, “It’s disorienting. It gets confusing and difficult when you’re working toward this date, pushed by them at breakneck speed, and the businesses are gearing toward that day.” But this exec, who was with a group of colleagues at an event when the news broke, insisted that “if you were polling the employees across the businesses, everyone was happy. There was a giddiness. I don’t think people are upset about this, other than the corporate people—those who are going to make a tremendous amount of money.” The rank and file, who fear mass layoffs when and if the deal closes and the combined company wrestles with its staggering debt load, were just delighted that they might have a job for another year.

A leading agent pondered, in a text to me, whether the freeze reveals that “someone writing the check has said get this over with, one way or another.” Certainly, an ordinary mortal might start to question whether the prize is worth the pain, especially as Larry Ellison, who is backstopping the deal to the tune of $40.4 billion, watches his Oracle stock price swoon. By all accounts, the nearly 82-year-old is as tough as they come.

But does he ever worry about the huge challenges involved in actually running the combined companies in these lean times? David’s work experience in Hollywood has been… quite limited. Indeed, given the headwinds facing the industry at this moment, even a much more seasoned executive might not be able to manage the WarnerMount behemoth.

One of the town’s elders told me he still expects the deal to close—and said the town must then come together to root for the combined companies’ success. Paramount and Warners aren’t going to survive on their own, he said, and “I’d rather have an omelet than two fried eggs.”

That may be, but the anti-Ellison sentiment is so strong that others—including the petition-signers—may prefer to take their chances with any other buyer."

https://puck.news/newsletter_content/what-im-hearing-warnermount-dread-ellison-makeup-choreography/

Larry & David are so off-putting to many people now that they rather see Zaslav stay put to continue the current course or even have any other suitor that aren't the Ellisons.

 

[themidnightlore]

You know the things are real dire when Zaslav ended to be the less evil? of the possible choices.

 

[Mandouga]

One of the town’s elders told me he still expects the deal to close—and said the town must then come together to root for the combined companies’ success. Paramount and Warners aren’t going to survive on their own, he said, and “I’d rather have an omelet than two fried eggs.”

Translation: "The merger's gonna happen sooner or later. Deal with it."

Oh, for the love of Jack Warner...

I still say it can be stopped, and so do many other people.

 

[Daikun]

The Ellisons will lose $9.8 billion if the merger fails.

Warner Bros. Deal Collapse Would Cost the Ellisons $9.8 Billion

(Bloomberg) -- Larry Ellison and his family would be on the hook for $9.8 billion if Paramount Skydance Corp.’s deal to buy Warner Bros. Discovery Inc. falls apart.Most Read from BloombergChip Rout Deepens on Circular Funding, China Competition FearsNvidia’s $750 Billion in Deals Reignite...

finance.yahoo.com

 

[Moe]

The Ellisons will lose $9.8 billion if the merger fails.

Warner Bros. Deal Collapse Would Cost the Ellisons $9.8 Billion

(Bloomberg) -- Larry Ellison and his family would be on the hook for $9.8 billion if Paramount Skydance Corp.’s deal to buy Warner Bros. Discovery Inc. falls apart.Most Read from BloombergChip Rout Deepens on Circular Funding, China Competition FearsNvidia’s $750 Billion in Deals Reignite...

finance.yahoo.com

That is awfully a lot of money that they started with unsolicited offer that left WBD with no choice but either Netflix or PSKY.

Those money can be spent to make more original series for Paramount+.

 

[wiley207]

Heh, why am I not surprised one of the state attorney generals in that big antitrust lawsuit is from my home state of Massachusetts?

 

[JulianRO]

Massachusetts and the other 11 states that filed the lawsuit against the merger are pro-Democratic.

(no discussion of politics in any way, in case someone's asking)