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Paramount launches hostile bid for Warner Bros

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Re: Paramount launches hostile bid for Warner Bros

#61

Post by teeray »

Jtsummers wrote: post #52
teeray wrote: post #38

Earlier quoted context omitted.

You can only vote with your feet if you can step somewhere else. We are watching locations for your feet to go shrink in real time.

You don't need the streaming service though, you can just do without or find other methods of obtaining their content. It's not like food, electricity, or water where you may have no actual options or very limited options. Movies and shows are wants, not needs, and people can walk away and fill the time some other way.

Saying everyone should just quit streaming and go touch grass or read a book is not a productive recommendation. It's been tried for decades and fails because people really like TV and Movies. Given that, the discussion here needs to start from the assumption that people will continue to watch TV and movies and suffer meaningful quality of life impacts when they do not.

Re: Paramount launches hostile bid for Warner Bros

#62

Post by indigodaddy »

burnte wrote: post #50
indigodaddy wrote: post #8

Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?

No. Breakup fes are for when the buyer backs out or theere are external forces that prevent the merger. You can also have a breakup fee if the buyee wants out but that's a different thing. In this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through.

Thanks, this was more the gist of my question.

Re: Paramount launches hostile bid for Warner Bros

#63

Post by indigodaddy »

ZeroCool2u wrote: post #17
indigodaddy wrote: post #8

Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?

Yeah, the reverse breakup fee is ~2.6B I believe, but the Paramount takeover doesn't have to succeed for that fee to kick in. WB just has to back out.

Right, but if it does succeed, does it then kick in?

Re: Paramount launches hostile bid for Warner Bros

#64

Post by Levitz »

staplers wrote: post #48
observationist wrote: post #35

Earlier quoted context omitted.

They tilt like everyone else - maybe the chaos and mayhem behind the last few years of this industry mean the old guard is finally failing, and we'll see meaningful copyright reform and sanity in our lifetime.

we'll see meaningful copyright reform and sanity in our lifetime. That seems wildly naive... gestures broadly at world

The rest of the world is the one thing that gives me hope in this regard, really.

It feels like year by year, Asia, even China, is becoming more and more culturally relevant. Western media is just too damn stagnant.

Hollywood used to be known as possibly the most important cultural powerhouse history has seen. It might still be that, but it certainly doesn't feel like it anymore.

Or maybe I'm just getting old.

Re: Paramount launches hostile bid for Warner Bros

#65

Post by Spivak »

moffers wrote: post #44
linhns wrote: post #29

Sounds like Paramount bosses are bidding in anger.

I think the political angle of this should not be discounted

I mean it's not even politics in the way most people think about it—like this is just blatant corruption. Trump moved in and said this is my swamp.

We're not even gonna get a good investigative journalism podcast about the corruption because it's just right there in front of you. There's not much to uncover.

Re: Paramount launches hostile bid for Warner Bros

#66

Post by JumpCrisscross »

Levitz wrote: post #64
staplers wrote: post #48

Earlier quoted context omitted.

we'll see meaningful copyright reform and sanity in our lifetime. That seems wildly naive... gestures broadly at world

The rest of the world is the one thing that gives me hope in this regard, really. It feels like year by year, Asia, even China, is becoming more and more culturally relevant. Western media is just too damn stagnant. Hollywood used to be known as possibly the most important cultural powerhouse history has seen. It might still be that, but it certainly doesn't feel like it anymore. Or maybe I'm just getting old.

> year by year, Asia, even China, is becoming more and more culturally relevant

And powerful export sectors.

Re: Paramount launches hostile bid for Warner Bros

#67

Post by awongh »

JumpCrisscross wrote: post #40
observationist wrote: post #35

Earlier quoted context omitted.

They tilt like everyone else - maybe the chaos and mayhem behind the last few years of this industry mean the old guard is finally failing, and we'll see meaningful copyright reform and sanity in our lifetime.

> and we'll see meaningful copyright reform Are you betting on the content conglomerate bidding tens of billions, or the nepo baby LBO shop wearing the corpse of a movie studio as a salmon hat to spur copyright reform?

Paramount is dead?

Re: Paramount launches hostile bid for Warner Bros

#68

Post by feb012025 »

The most concerning aspect for me is the obvious and conspicuously-timed consolidation of these companies under David Ellison. Within the past few months he's taken control of Paramount, CBS, The Free Press, and now he's working on Warner Bros.

From everything I've seen he's basically an ideologue, and has already re-structured CBS to align with his vision.

Just something that seems very out in the open yet kind of pushed off to the side.

Re: Paramount launches hostile bid for Warner Bros

#69

Post by JumpCrisscross »

burnte wrote: post #50
indigodaddy wrote: post #8

Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?

No. Breakup fes are for when the buyer backs out or theere are external forces that prevent the merger. You can also have a breakup fee if the buyee wants out but that's a different thing. In this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through.

> in this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through

No.

Paramount has nothing to do with these numbers, which both come from the Plan of Merger among Netflix, Warner and others [1].

Paramount's bid constitutes an Acquisition Proposal under § 6.2(c). It is a "proposal, offer or indication of interest" from Paramount, a party who is not "Buyer and its Affiliates," which "is structured to result in such Person or group of Persons (or their stockholders), directly or indirectly, acquiring beneficial ownership of 20% or more of the Company’s consolidated total assets."

Given it "is publicly proposed" after the date of the Plan of Merger and "prior to the Company Stockholder Meeting," it is a Company Qualifying Transaction (8.3(D)(x)).

If 8.3(D)(y) is then satisfied (a condition I got bored jumping around to pin down–if thar be dragons, they be here) and Warner consummates the Company Qualifying Transaction or "enters into a definitive agreement providing for" it (8.3(a)(D)(z)(2), the Buyer can terminate the Plan of Merger under 8.1(b)(iii). That, in turn, triggers the Company Termination Fee of $2.8bn, which is separate from the Regulatory Termination Fee of $5.8bn Netflix would have to pay Warner if other shit happened.

[1] https://www.sec.gov/Archives/edgar/data/1065280/000119312525...

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