Pentwater Capital Management, Warner Bros. Discovery’s seventh-largest shareholder, has sent a letter to the media giant’s board of directors accusing it of not fully engaging with Paramount’s revised $108.4 billion bid for the entire company.
In an interview with CNBC, Pentwater CEO Matt Halbower said David Ellison’s eighth offer was “financially superior” to Netflix’s $83 billion deal for Warner’s streaming and studio assets.
“It’s high in terms of regulatory risk, and I understand that the board has some legitimate issues, but those legitimate issues are not giving Paramount a stiff hand and actually refusing to negotiate. That’s not how I want my board of directors to operate,” Halbower told the outlet. “I want them to be willing to engage in negotiations with a party that has the ability to close the transaction and publicly indicate that this $30 offer is not best and final, which screams to me that they are willing to pay more than $30.”
A spokesperson for Paintwater did not immediately return TheWrap’s request for comment.
In a separate appearance on CNBC on Wednesday, WBD board chairman Samuel Di Piazza Jr. acknowledged that Oracle co-founder Larry Ellison “stepped on the table” with a personal guarantee.
But he pointed to other issues in Paramount’s latest bid, such as the $2.8 billion cost of abandoning the $83 billion deal with Netflix, as well as other operating and debt refinancing restrictions in the Paramount proposal that would hurt WBD’s business. The board also said the bid’s $55 billion in debt financing increased the risk of the bid’s failure to close.
Di Piazza Jr. Noting that the entire media sector is “under stress,” he questioned whether Paramount would back out of the deal if market conditions changed over the next 18 months, and pointed out that Ellison ultimately did not raise the price tag on his latest bid.
“From our perspective, Netflix continues to be a great proposition, with a clear path to closure and we believe in security for our shareholders,” Di Piazza Jr. came to a conclusion. “A deal is good. Closure is good.”
Halbower disagreed and called the board’s reasoning “peculiar,” pointing out that Netflix would owe $59 billion in the deal.
“The Ellison family is rated AAA, and they have a higher credit rating than Netflix,” he continued. “The idea that Bank of America and Citibank are going to be obligated to finance debt financing agreements when they’re going to have more than $41 billion in equity raised by the Ellison family and their partners in the Middle East, whose net worth is even greater than the Ellison family’s, is wrong. It’s not worth risking to downplay that fact. Especially when, by the way, they could have said it last, and instead, it looks like they’re moving the goalposts to dig into their pockets to come up with something new.”
