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Warner Bros. Discovery shareholder Pentwater Capital Management said Paramount’s revised bid was ‘financially superior’ to Netflix’s.

The Warner Bros. logo is featured on the Warner Bros. Water Tower (Credit: Mario Tama/Getty Images)

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.”

Di Piazza Jr. pushed back against criticism that WBD was simply moving the goal posts and looking for any reason to reject Paramount’s latest offer.

“That’s unfortunate, because that’s not the case. We would be very open to doing a transaction with Paramount,” he said. “That couldn’t be further from the truth. We’ve been talking to them since September. We’ve given them a lot of input on what they need to do to change. At the last minute, they went to $30. And then after the last minute they guaranteed it.”

Shareholders should expect Netflix-Warner Bros. in late spring or early summer. A vote on the deal is expected.

In the meantime, Paramount is giving WBD shareholders until Jan. 21 at 5 p.m. ET to tender their shares, though that deadline could be extended. As of December 19, fewer than 400,000 shares had been validly tendered and not withdrawn, although shareholders can do so at any time before the deadline.

Without board approval, Paramount needs at least 90% of WBD’s outstanding shares for its tender offer to succeed. WBD has approximately 2.48 billion shares outstanding.

“We have the ability to vote on who represents us on the board of directors. We have the ability to vote whether we want the Netflix transaction or not,” Halbower added. “We’re a small voice, but I think it’s important that the board at least hears our voice as the seventh largest shareholder, because I think what they’re doing is wrong. If Paramount goes, it’s a lost opportunity. Now, hopefully they won’t. I really don’t think they will. And I want to make sure that the board, if Paramount does something to bring back the share price.

The post Warner Bros. Discovery shareholder Pentwater Capital Management says Paramount’s revised bid is ‘financially sound’ for Netflix appeared first on TheWrap.

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