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I'm giving all the gifts this year with that extra 5% off when I use my Nordstrom credit card. Santa who join the Nordy Club at Nordstrom Rack to unlock our best deals. It's easy. Big gifts, big perks. That's why you wreck. Two rivals in online learning are merging. We give you the study guide on the Coursera Udemy deal. Tax loss harvesting one strategy to help investors make the most of stocks in their portfolio that are actually down. We welcome a Fidelity expert onto the show to break it down. And we heat up the popcorn for the latest in the battle to buy Warner Brothers Discovery. Today, choice words from its board on why it's telling Paramount to pound sand for Wednesday, December 17th. It's blue markets Daily and I'm Ann Barry. More market details to come. But first, the battle for Warner Brothers Discovery is now a full on war of words. The company's board pulled no punches today to explain why it rejected an offer from Paramount Skydance, instead favoring a deal with Netflix. In a press release this morning, Warner's board wrote a letter to shareholders that so sketched scathing in its criticism of the Paramount offer. I thought I'd highlight parts of it, partly educational, a lot of it pretty entertaining with my printout right here. Because if you thought that corporate deal making was boring, this is one example of M and a drama that may change your mind. Well, first off, the letter makes it pretty clear that the board doubts that Paramount has the dough, stating, quote, paramount Skydance has consistently misled Warner Brothers shareholders that its proposed transaction has a full backstop for the Ellison family. It does not and never has. Now, Paramount's most recent proposal includes a nearly whopping $41 billion equity commitment, a massive number. And the Warner Brothers board says the Ellisons want it to rely on what it calls an unknown and opaque revocable trust, the contents of which are not publicly disclosed, issue number one, and possibly with provisions allowing for assets to be moved out and at any time. So number one, this is the board's way of saying nicely in this letter, the money's maybe not actually real. Just remember, by the way, Larry Ellison is the founder of Oracle. Well, the letter goes on to say that even if the money is legit, the trust liability for damages, even in the case of a willful breach, would be capped at 7% of its commitments. Let's cut through those numbers. It means that in the event that this blows up as a deal, if it were accepted I under $3 billion, that's the amount that Warner Brothers would stand to get back from this Ellison family trust. In that worst case scenario, that's only a fraction of the 108 billion dollar plus offer and a fraction of what the board would expect would come about as quote, damage to Warner Brothers and its stockholders. So number two, that's the board's way of saying now not so nicely. The Ellisons just aren't on the hook for the money. And this is the part where the letter just gets really blunt. So saying that the Paramount offer is illusory as the offer can be terminated or amended at any time and it's not the same thing as a binding merger agreement. So punch number three, that's the board saying the offer isn't worth the paper it's written on. Now the Warner Brothers board wraps it all up politely by pointing out that a Paramount deal could come with other costs that would not be covered, like paying Netflix a $2.8 billion deal termination fee. So for my fellow nerds, do have a read of this letter. It's a really interesting read. It's posted on the Warner Brothers investor relations section of its website. I'll post it on X too because there's also a technical nuance in there for those who view who are into it, which a deal with the Paramount may prevent Warner Brothers from completing a debt adjustment that it's actually already agreed to with its lenders. And I'm also going to post a link to the filing, which is a pretty long document that Warner Brothers discovery made with the SEC that lays out in real detail the timeline of the deal. It includes who spoke to whom when, like when did the company speak to Netflix and when did it turn around and go negotiate with Paramount? Which other bidders surface. An anonymous fourth bidder has now been identified not in terms of name, but in terms of presence. And then how much money the Warner Brothers executives will make in a deal case is laid out there too. And by the way, it's a lot. Well past the popcorn because there's lots going on more broadly here. Affinity Partners, that's the private equity firm which is providing some undisclosed amount of financing to Paramount and is led by President Trump's son in law, dropped out of the bid yesterday. And we still need to see if Paramount decides to raise its price after going hostile. Which means speaking directly with Warner Brothers shareholders instead of just with the board. And it's been doing this with a letter posted last week on a special website that Paramount set up just for this battle. That's at dub www.strongerhollywood.com. check it out just to have a little snoop around. Well, Netflix shares today ended nearly flat. Paramount Skydance down 4%. Market doesn't like it's losing the battle at the moment. Warner Brothers the real winner here, down nearly 2%. But really seen its stock price rocket in the wake of this bidding war. We'll keep on watching. Well, coming up, we examine the merger of two rivals in online education. Is it because they're getting schooled by AI and Jabil? We look at today's earnings for one listener who's curious about the company that's heated up by cooling down data centers. But first, a word from our sponsor, Vanguard to all the financial advisors listening. Let's talk bonds for a minute because capturing value in fixed income is not easy.
