Paramount Skydance has now initiated what insiders are calling “Plan D” as they look to upend Netflix’s “winning” bid for Warner Bros. Discovery, The Post has learned.
It involves banging home to investors the immense amount of regulatory uncertainty involved in the Netflix deal and how that could spell trouble not just for the transaction but for Netflix itself, say sources close to the talks.
Plan A, of course, was trying to convince WBD CEO David Zaslav and his board led by Samuel DiPiazza that its $30-a-share, all-cash offer for the entire company was superior to Netflix’s $27.75 cash-and-stock deal for the Warner Bros. studio and HBO Max streaming service.
The Netflix deal, they note, now looks especially troubled when you consider that it’s promising shareholders what looks like an increasingly far-fetched $3 a share when WBD sells its cable properties CNN, TNT and Discovery, in the spring.
Plan B involved Paramount — run by David Ellison, his father, the Oracle co-founder Larry Ellison, and Gerry Cardinale of RedBird Capital — launching a hostile bid to convince WBD shareholders to take their money (all cash) and run.
So far unsuccessful, which is why next came “Plan C” as first reported by The Post, or their “Defcon 1” strategy of possibly suing WBD to show WBD skewing the bidding process to an allegedly inferior Netflix bid because of the friendship between CEO Ted Sarandos and Zas.
No one likes litigation, and that’s why we now have “Plan D,” which I am told is simply playing the long game, remaining in the background saying, “I told ya so,” when the numbers behind the Netflix deal begin to evaporate and the reality sets in that Netflix faces a long, tough road at best for approval from the Trump administration.
Plus, and here’s the kicker: Netflix’s entire business model might come under scrutiny if it goes through with this deal.
Consider: The Ellisons and Cardinale are arguing that the value of the stock portion of the Netflix deal keeps losing value and may never recover.
From its one year high in June, Netflix has lost $160 billion in market cap as the bidding war dragged on. Investors are obviously a little concerned about Sarandos and founder Reed Hastings buying something they don’t really need and might not be able to afford given the $60 billion of debt involved in their offer.
They’re also hyping worries that WBD cable spinoff will be virtually worthless as investors weigh its own huge levels of debt on top of the cord cutting that will eat away at viewership.
The way the Paramount Skydance people put it, WBD has placed so much debt on the balance sheet of its cable spinoff ($15 billion) they could barely (if lucky) hand investors $1 a share on top of the $27.75
Meanwhile, if WBD and Netflix take some of that debt off the cable properties and hand it to the studio and streaming units that Netflix is buying, well, that would wreak havoc on the metrics of its $27.75 cash-stock offer.
But wait, there’s more
Yes, it’s all very complicated, which is why Mario Gabelli, the famed value investor and WBD shareholder, told me Netflix’s deal needs to be simplified because “cash is king,” which is also why he likes what the Ellisons and RedBird bring to the table.
Then comes the regulatory morass, which was recently made even clearer following a conversation I had with a senior Trump administration official.
Netflix and WBD would be combining the No. 1 and No. 3 streaming services, as we all know.
It faces scrutiny from the Trump administration and likely a lawsuit to stop it.
It’s a long, expensive and uncertain process where the value of the asset and shareholders’ payout could wither.
But consider what this might mean for Netflix: not just the deal being throttled, but its entire business model could face a review by DOJ antitrust or any number of regulatory agencies, I am told.
As the senior Trump administration official put it, the streaming giant has long been on the radar of Trump’s various regulators for its market dominance in a business that has become a preferred choice of viewing programming for many if not most consumers.
This could push the scrutiny to a new level, along the lines of the litigation faced by Amazon or Google.
“Yeah, this deal will get reviewed, but now there is increased chatter in DC regulatory and competition officials about looking at Netflix potential monopoly status,” the regulator said.
“When you get on the DC regulatory spotlight that’s what happens.”
A Netflix press rep has never returned my telephone calls for comment and didn’t this time, either.
Of course, from what I understand, WBD really wants a “Plan E,” which would be the Ellisons and Cardinale paying more money.
It could happen, of course, because the Ellisons and RedBird have the means.
They also really want WBD as a way to build a midsized media company into a major player.
Still, the very fact that they are talking about a “Plan D,” means they might not do any more sweetening, possibly walk away and leave this deal to wolves of regulation.
That would be the worst-case scenario for shareholders.
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