Wachtell Lipton Rosen & Katz Partner Andrew Nussbaum Talks Warner Bros. Sale, Netflix

Summary

Podcast Summary: Bloomberg Talks

Episode: Wachtell Lipton Rosen & Katz Partner Andrew Nussbaum Talks Warner Bros. Sale, Netflix
Date: February 4, 2026
Host: Michelle Davis (Bloomberg Deals Reporter)
Guests:

• Andy Nussbaum (Co-chair, Executive Committee, Wachtell Lipton Rosen & Katz, legal adviser to Warner Bros.)
• Mark Boydman (Head of Media & Entertainment, Partner at Solomon Partners)

---

Episode Overview

This episode offers a deep dive into the high-stakes Warner Bros. sale, focusing on why Netflix emerged as the preferred buyer, the dynamics behind massive media deals, and insights into the rapidly shifting landscape of entertainment M&A. Andy Nussbaum, Warner Bros.’ main legal adviser, and Mark Boydman, an industry deal veteran, join Michelle Davis to discuss competitive bids, regulatory obstacles, shareholder perspectives, and what this deal means for the broader media industry.

---

Key Discussion Points & Insights

1. Why Netflix Was Chosen as Warner Bros.’ Buyer

[01:05-01:44]

• The Netflix transaction arose from an exhaustive and competitive process initiated after Warner Bros. acquired WarnerMedia in 2022.
• The objective was to unlock the value of assets, reduce corporate debt, and restructure operations.
• Multiple potential buyers emerged, but Netflix “came out on top.”
• Andy Nussbaum:

  “The Netflix transaction came out on top. And we do believe that that is by far the superior transaction for our shareholders.” [01:33]

2. The Importance of Speed and Certainty in Media M&A

[01:54-02:10]

• Mark Boydman explains that deals of this magnitude hinge on speed and certainty, qualities Netflix uniquely brings given its strong cash position and balance sheet.
• Shareholders and Wall Street highly value these factors, influencing deal preference.
• Mark Boydman:

  "It all comes down to speed, certainty. And what Netflix does offer is speed and certainty. They're moving ahead. They have the cash, they have the balance sheet.” [01:57]

3. Shareholder Reception and Deal Details

[02:22-02:59]

• Warner Bros. shareholders are “thrilled”; the Netflix deal includes $27.75 per share in cash and the spin-off of the global linear network (“SCRUFFY”) as a new public company.
• The deal has delivered over 120% value increase since September and over 200% in two years—a massive return for investors.
• Andy Nussbaum:

  “This...reflects a more than 120% increase in the value of the company since last September. And if you look over a two year period, more than a 200% return to shareholders.” [02:38]

4. The Paramount Wildcard and Bid Considerations

[02:59-03:26]

• Paramount is considering raising its offer. Warner Bros. is open to reviewing any new binding proposals, but not media speculation.
• Andy Nussbaum:

  “If we receive a revised proposal from Paramount, we will do what we have done for months, which is we will consider it on its terms on the merits, not based on what they say they will do or may do in the media, but what they actually are willing to commit to in a legal document.” [03:09]

5. Paramount's Challenges: Certainty vs. Price

[03:38-03:59]

• Paramount faces financing hurdles; their offer lacks the certainty Netflix provides due to financing constraints and market limitations.
• Mark Boydman:

  “You've got Netflix that has a balance sheet, they've got the cash. You have Paramount that has to structure finance the deal. And so they're also limited by the financing markets. And again, it comes down to certainty.” [03:48]

• Andy Nussbaum:

  “It's excellent to sign up a deal. It's critical to close the transaction. And we have a tremendously high degree of confidence that the Netflix transaction will close.” [03:59]

6. Regulatory and Political Scrutiny

[04:14-05:09]

• The deal has become a political flashpoint, with concerns from both Democrats (“too big/monopoly”) and Republicans (“woke” Netflix, CNN worries).
• Nussbaum is confident, citing consumer choice, increased content investment, and positive impact on jobs.
• Andy Nussbaum:

  “This is a deal that's positive for consumers in terms of choice...positive for creators...It's great for the entertainment industry, it's great for jobs in America. So we do have a high degree of confidence that the transactions will clear.” [04:49]

7. The Race for Regulatory Approval

[05:09-06:10]

• Paramount is seeking regulatory signoff on a deal not yet finalized; being ahead in the approval process doesn't guarantee clearance, since DOJ can still challenge late in the game.
• Andy Nussbaum:

  “Any well advised client knows that the waiting period expiring does not mean your transaction has been cleared.” [06:01]

8. The Role of Shareholder Vote and Deal Certainty

[06:12-06:36]

• The upcoming shareholder vote is critical. Doubts about deal certainty—due to regulatory or bid surprises—could derail it.
• Mark Boydman:

  “Why would the vote go the wrong way? Only if people are worried that the certainty is evaporating because of potential big changes to the deal...” [06:20]

9. Market Definition and Broader Industry Effects

[06:43-08:07]

• Regulatory decisions pivot on how “the market” is defined—is it just streaming, or all content platforms (YouTube, Instagram, etc.)?
• The merger would create a 350 million subscriber base—still dwarfed by YouTube and Instagram’s reach.
• The deal will reshape the competitive landscape; remaining players must be strategic or risk being left out.
• Mark Boydman:

  “This is a chess game and everybody needs to watch where the pieces go. It's an evolving landscape and they don't want to be left when the music stops and have no chair.” [08:08]

10. What’s Next: The M&A Boom

[08:33-08:58]

• Expect more deals—competition is fierce, and media M&A is a “tremendously exciting time.”
• The Discovery Global spinoff could yield future value and further reshape the sector.
• Andy Nussbaum:

  "...there is so much going on and it's quite creative and it's ambitious and it's strategic. So it's, it's everything you want to." [08:50]

---

Notable Quotes & Memorable Moments

• On why Netflix won:
  “We do believe that that is by far the superior transaction for our shareholders.” – Andy Nussbaum [01:33]

• On deal-making essentials:
  “Wall Street loves certainty.” – Mark Boydman [01:59]

• On regulatory politics:
  "This is a deal that's positive for consumers in terms of choice... it's great for the entertainment industry, it's great for jobs in America." – Andy Nussbaum [04:49]

• On industry change:
  “This is a chess game...they don't want to be left when the music stops and have no chair.” – Mark Boydman [08:08]

• On the future of media M&A:
  "It's everything you want to." – Andy Nussbaum [08:50]

---

Important Segments & Timestamps

| Time | Segment | |-----------|-------------------------------------------------------------| | 01:05 | Why Netflix was the winning bidder | | 01:54 | The need for deal certainty and speed | | 02:22 | Shareholder reaction to the Netflix deal | | 02:59 | Potential impact of a new Paramount offer | | 03:38 | Paramount's financing and deal certainty challenges | | 04:14 | Regulatory and political scrutiny | | 05:09 | The importance and timing of regulatory approvals | | 06:12 | Impact of shareholder vote on deal certainty | | 06:43 | Market definition and competitive dynamics | | 08:07 | Consequences for players left out of industry reshuffling | | 08:33 | The future of media M&A and the Discovery Global spinoff |

---

Conclusion

This episode provides insider context on Warner Bros.’ decision to sell to Netflix, the complexities of media M&A, and why “certainty” has driven Netflix to the top of the heap. It also forecasts an uptick in industry deal-making, as regulators, politicians, and companies all jockey for influence in an evolving digital content marketplace.

Transcript

[Adobe Acrobat Studio Narrator]

You need to make a huge presentation in an hour. Luckily, Adobe Acrobat Studio uses AI to take all your documents and generate a presentation with a single click, building slides faster than ever before. So if you need a last minute pitch deck, do that with Acrobat. Need to level up your presentation design, do that with acrobat. You have 30 plus documents that need to be simplified into a proposal. Do that with Acrobat. Learn more at adobe.com/do that with Acrobat.

[Andy Nussbaum]

Bloomberg Audio Studios Podcasts Radio News Joining.

[Michelle Davis]

Us now is Andy Nussbaum, co chair of the executive committee at Wachtel Lipton. He is the main legal adviser to Warner Brothers. Also Mark Boydman, he's the head of media and entertainment and partners at Solomon Partners and of course Bloomberg Deals Media reporter specializing deals reporter specializing in media, I should say. Michelle Davis, thank you all so much for joining today and I'd love to kick it off with you in a very simple and perhaps complicated answer. Why is Netflix the preferred partner for this deal?

[Andy Nussbaum]

The Netflix transaction is the result of a very extensive process that this board really undertook in 2022 after we acquired WarnerMedia to get the value out of those assets to delever the company to make the operations more effective and robust, and then looked at separating the businesses. And then it turned out not only did we have the possibility to separate the two businesses, but a lot of people were interested in buying one or the other or both. And so as a result of a very large public process, very robust, competitive, the Netflix transaction came out on top. And we do believe that that is by far the superior transaction for our shareholders.

[Michelle Davis]

Mark, let me bring you in on this because you are a veteran of this industry, you have long worked with media companies, tracked media deals, what are the sort of considerations one should have and what is a very large transaction?

[Mark Boydman]

Sure, Danny. It all comes down to speed, certainty. And what Netflix does offer is speed and certainty. They're moving ahead. They have the cash, they have the balance sheet. I think what you see is other bidders who don't provide that certainty. And shareholders, at the end of the day, Wall street love certainty.

[Michelle Davis]

And Andy, we know that Warner Brothers shareholders are going to get a chance to vote on this deal in the coming weeks. What have you been hearing from shareholders so far about how they're viewing the Netflix deal? Obviously, Paramount's also trying to break this deal up.

[Andy Nussbaum]

So the, the Netflix deal, which is really two deals, the 2775 in cash that our shareholders would receive when that transaction closes, plus the spun SCRUFFY global linear network business. As a new public company, we, we have tremendously happy shareholders. This, this, the, the, the Netflix transaction on its own reflects a more than 120% increase in the value of the company since last September. And if you look over a two year period, more than a 200% return to shareholders. So our shareholders are thrilled, the board is pleased. It's a great strategic fit and it's tremendous value for our shareholders.

[Michelle Davis]

Might those shareholders be more thrilled if you get a sweetened offer from Param Guidance? If they pony up $34, would that, that complicate things?

[Andy Nussbaum]

If we receive a revised proposal from Paramount, we will do what we have done for months, which is we will consider it on its terms on the merits, not based on what they say they will do or may do in the media, but what they actually are willing to commit to in a legal document.

[Michelle Davis]

And to that point, I mean, Mark, put yourself in the Paramount board shoes. I mean, if you're Paramount and you've been saying for weeks now that your offer wasn't best and final, what are you waiting for? What do you think they' waiting for? What's their next move going to be?

[Mark Boydman]

Yeah, I think it comes down to the certainty they have a team that's evaluating whether to raise this. But is it about price or is it about certainty? And it comes down to financing, right? You've got Netflix that has a balance sheet, they've got the cash. You have Paramount that has to structure finance the deal. And so they're also limited by the financing markets. And again, it comes down to certainty.

[Andy Nussbaum]

And I would agree with that, by the way. I think, you know, value and certainty are, are separate but entirely related. It's excellent to sign up a deal. It's critical to close the transaction. And we have a tremendously high degree of confidence that the Netflix transaction will close.

[Michelle Davis]

What about regulatory certainty? I mean, we saw that Senate hearing yesterday. It feels like both sides, Andy, are coming at this. From the Democratic side, it's too big. It will create a behemoth. From the Republican side, Netflix is woke or whatever term you want to use. Donald Trump worried about cnn. It does feel like this in particular has become a political hot button issue.

[Andy Nussbaum]

The I've been doing this sort of business for a long time and you know, when you're playing in the big leagues like this, you have to expect that you're going to go through a public process that people are going to stake out their points of view. We've spent a significant amount of time with Netflix working on the regulatory profile of the transaction. This is a deal that's positive for consumers in terms of choice. This is a deal that's positive for creators in terms of investment in content and theatrical release. With 45 day windows, this is something that's great for the entertainment industry, it's great for jobs in America. So we do have a high degree of confidence that the transactions will clear.

[Michelle Davis]

And more on that regular regulatory point. Obviously Paramount is speeding ahead trying to get its own regulatory approvals for a deal that's not yet signed. Does it matter if they get certain approvals before Netflix? Does that play into, I guess, how shareholders view it at the end of the day?

[Andy Nussbaum]

Well, as I said earlier, we're having a very great and open dialogue with our shareholders. So we think before the vote they will well understand the full regulatory landscape. At the end of the day, you need all the approvals to close. That you might be a little bit ahead on one versus another isn't particularly relevant. I also think, as it's been proven in the past, that even if, even if Paramount gets beyond this waiting period under the HSR rules until the deal closes, which is at least nine to 12 months away, the DOJ has the ability and in the past has challenged transactions. We think Paramount knows that, we know that. And as one of their lawyers who previously worked in the government said, any well advised client knows that the waiting period expiring does not mean your transaction has been cleared.

[Michelle Davis]

Mark, I'd just love to get your thoughts on this.

[Mark Boydman]

I was just going to say it depends also on what happens. You got a shareholder vote coming up. If the vote goes the wrong way, clearly the deal is not going to happen. But why would the vote go the wrong way? Only if people are worried that the certainty is evaporating because of potential big changes to the deal or a block transaction, unclear where that's going to shake out. But if there's even a hint that the transaction could be blocked, the certainty component starts to evaporate.

[Michelle Davis]

But what do you make? Just like even the president himself has involved, has been involved in this deal. How does that change the contours?

[Mark Boydman]

I mean, the arguments are you look at something like YouTube or Instagram reaching billions of people. The combined HBO Max and Discovery together with Netflix is 350 million subscribers. That's our estimate. So 350 million versus over a billion in YouTube, Instagram, all these companies that compete. And so to the point that was made yesterday in the hearing, this is not just about streaming content. It's a Much bigger universe of competition. The consumer needs to make sure that they've got choice. But the argument that Netflix is making is there's a lot of choice out there, so we'll see what happens. It's an evolving process, but certainly it's not a slam dunk. But I would certainly say, you know, it's also not that the deal is going to fall apart either. I think what ultimately happens is maybe there's some small changes that need to be made to, to make sure that the regulatory environment is safe and comfortable.

[Michelle Davis]

And that seems to be a lot of what the discussion has focused on is how is, how are regulators going to define the market? Is it going to be narrow or is it going to be broad? Does streaming and your attention to streaming compete with sleep as, you know, an argument. The argument. But so just zooming out a little bit. No matter what happens here, assuming there is a deal with Netflix or Paramount, it's going to reshape the media industry. What does that mean, Mark, for those that aren't part of this, like Comcast obviously tried to jump in here. They are on the sidelines now. What happens to them and what happens to Paramount if they don't do this deal right?

[Mark Boydman]

I mean, everybody, this is a chess game and everybody needs to watch where the pieces go. It's an evolving landscape and they don't want to be left when the music stops and be. And have no chair. So I think what has to happen is you need to look at the landscape and say, what should we be doing next? There are a ton of potential buyers who could come in here who are building media empires that would love to own some of these independent companies or companies that haven't been acquired yet.

[Michelle Davis]

Andy, just literally 30 seconds left. Is this just one of many more media deals to come?

[Andy Nussbaum]

Well, one of the interesting pieces of this deal is that, you know, we'll see what the future for Discovery Global is after we do the spin off, which will deliver value on day one, but, but will probably deliver substantial value in the future, depending on what comes to your point. And the other answer your question is yes. I mean, it's just a tremendously exciting time to be an M and A advisor in this space. There is so much going on and it's quite creative and it's ambitious and it's strategic. So it's, it's everything you want to.

[Michelle Davis]

Do that I'm going to like clip that and play it as a promo for the deal show and why everyone should watch and why both of you should come back. Thank you both so much for joining us. That is today's investment committee. Andy Nussbaum, co chair of the executive committee at Wachtail Lipton, the main legal advisor to Warner Brothers. Mark Boydman, head of media and entertainment and partners at and partner at Selman Partners.

[Andy Nussbaum]

So have you heard the story about the prescription plan? With savings automatically built in, it's where a family of any size can feel confident the cost of their medication won't hold them back. Go to CMK Co Stories to learn how CVS Caremark helps members save just by being members. That's CMK Co Stories.