Squawk Pod—Paramount’s Updated Bid for Warner Bros.

Episode Date: December 22, 2025

Episode Overview

In this episode, CNBC’s Squawk Pod dives into breaking developments in the high-stakes bidding war for Warner Bros. Discovery, as Paramount/Skydance, led by key investor Jerry Cardinal of Redbird Capital, unveils a significantly amended sixth bid. The hosts, Joe Kernen and Andrew Ross Sorkin, also touch on major economic policies, the U.S.’s stance on tariffs, proposed shifts in U.S. vaccination schedules, and changes in drug pricing regulation. The episode is rich with live reactions to breaking news, sharp debate, and exclusive insights from industry insiders.

Key Discussion Points & Insights

1. Breaking News: Paramount’s Amended Bid for Warner Bros. Discovery

• [18:12–21:26] Andrew Ross Sorkin explains Paramount/Skydance’s $30 per share all-cash offer for all shares of WBD, highlighting:
  • Personal Guarantee: Larry Ellison now provides an irrevocable personal guarantee for $40.4B of equity financing, addressing previous concerns about the reliability of the Ellison family’s revocable trust.
  • Transparency: Paramount publishes evidence of the Ellison trust’s holding (~1.16B Oracle shares) and liabilities.
  • Deal Flexibility: Improved terms for WBD regarding debt refinancing and interim covenants.
  • Increased Breakup Fee: The regulatory reverse termination fee raised to $5.8B, matching Netflix’s.
  • Condition: Deal requires WBD to retain 100% of its global networks.

Quote – Andrew Ross Sorkin [18:19]:
“Larry Ellison is now going to provide an irrevocable personal guarantee of $40.4 billion…and any damage claims against Paramount.”

2. Jerry Cardinal on Air—Making the Case for Paramount

Addressing Shareholder Value & Bid Clarity

• [21:26–25:09] Jerry Cardinal insists the process should be straightforward:
  • Paramount’s offer: $30/share, 100% cash, regulatory clarity.
  • Criticizes the complexity of Netflix’s offer (stock-based, over-leveraged).
  • Dismisses WBD board’s concerns about Ellison’s finances as a “red herring.”

Quote – Jerry Cardinal [21:33]:
“This is a pretty simple thing. It’s about shareholder value and it’s about certainty… We’ve cleared the brush on all the obfuscation around the offer.”

Comparing to Netflix’s Deal and Shareholder Engagement

• [23:43–25:25] Paramount complains WBD’s board never seriously engaged them—most concerns only surfaced in official filings.
• Netflix’s deal is labeled difficult to assess and potentially harmful to WBD shareholders.

Quote – Jerry Cardinal [23:43]:
“We are still waiting to get a response on our December 4th offer. Full stop.”

Leverage and Financial Risks

• [25:25–27:24]: Cardinal argues the Netflix deal raises concerns about excessive leverage and a risky “spinco” stub, which could force shareholders into underperforming assets.

Quote – Jerry Cardinal [25:54]:
“If that spin out is over levered … that’s dead on arrival. That is a disaster.”

Regulatory and Board Motivations

• [27:24–28:19] Accuses WBD’s board and leadership of obscuring value discussions and possibly favoring Netflix for personal reasons, not shareholder best interest.

Quote – Jerry Cardinal [27:37]:
“It’s a great question and it’s the question that I get from Warner Brothers shareholders. No one knows … At the end of the day…this should be a lot more simple than it is.”

Antitrust and Competition

• [28:19–29:04] Paramount’s merger would create “a three-horse race in streaming,” whereas a Netflix acquisition would, Cardinal argues, destroy competition.

Quote – Jerry Cardinal [28:26]:
“The rules here are pro competition, pro consumer. … If we come together…that is great for the entire value chain.”

CFIUS/Foreign Investor Concerns

• [30:38–30:54] On fears of Middle Eastern backers prompting CFIUS review:
  • Ellison/Redbird will be primary backers; foreign money “could go away” and deal can proceed.

Board Response and Shareholder Endgame

• [33:11–34:42]: Cardinal vows there will be no seventh offer until the current bid is properly vetted and evaluated against Netflix’s; predicts direct engagement with shareholders if the board remains unresponsive.

Quote – Jerry Cardinal [33:11]:
“I’m not going to put a seventh offer in when our sixth offer hasn’t been vetted.”

Wider Ramifications for Media & CNN

• [35:25–35:33] CNN staff more worried about assumed debt from a Netflix deal than potential government pressure.

3. Panel Analysis: Tariffs, Trump Administration, State Involvement

• [01:55–02:13; 11:13–12:13]
  • Discussion on Supreme Court pending tariff decision; Andrew clarifies refund complexities and potential economic disruptions if tariffs are reversed.
  • Joe and Andrew spar over the degree of state influence in corporate America, with comparisons to China and both Biden and Trump policies.

Quote – Andrew Ross Sorkin [09:16]:
“I think a lot of what took place with the law firms…universities…all the different sort of corporate, the intel. I think all of that is what makes business leaders today think about sort of being in the favor or out of the favor of the President the way that they didn’t before.”

4. Bill Ackman’s SpaceX IPO Proposal

• [13:40–15:09]
  • Bill Ackman floats plan for Tesla shareholders to get in early on a potential SpaceX IPO via “SPARs.”
  • Skepticism from hosts about feasibility and access.

5. US Vaccine Schedule: Moving Toward a Danish Model?

New Health Policy Proposals

• [41:00–47:11]
  • HHS Secretary Robert F. Kennedy, Jr. proposes reducing childhood vaccinations, mirroring Denmark.
  • Dr. Scott Gottlieb joins to critique: Denmark accepts higher rates of preventable pediatric illness, hospitalization, and death.
  • US would face a resurgence of diseases if it adopted Danish policies.
  • Argues US schedule is scientifically justified and safer; liability and trial lawyers may be a hidden motivation for reform.

Quote – Dr. Scott Gottlieb [42:19]:
“They [Denmark] make a decision to accept preventable hospitalizations in the pediatric population… We have not accepted that.”

Quote – Dr. Scott Gottlieb [43:53]:
“If we go to the Danish model… we’re going to see [preventable diseases] resurge and we’re going to have to build new pediatric hospitals.”

Science and Autism Connections

• [47:11–48:43]
  • Gottlieb: No credible scientific link between vaccines (or adjuvants) and autism; most increased diagnoses attributed to better awareness/diagnosis and demographic factors.

6. Drug Pricing Reforms & Trump’s ‘Trumprx’ Plan

• [48:43–51:21]
  • Discussion of new policies to cap or align US drug prices with world prices, mandatory rebates, and limited actual scope.
  • Dr. Gottlieb predicts lower US prices on new launches, some increases ex-US.
  • “Trumprx” website rollout teased as a direct-to-consumer discount platform.

Quote – Dr. Scott Gottlieb [49:15]:
“So going forward, you’re going to see prices in the US on new launches probably come down, prices ex US go up. I think that’s the most significant piece…”

Notable Quotes/Exchanges With Timestamps

• On the rationale behind the board’s Netflix preference
  Jerry Cardinal [27:37]:
  “No one knows…[Warner Bros.] shareholders are right. This should be a lot more simple than it is. It’s very simple. It’s shareholder value and it’s certainty.”

• On media monopoly and regulatory risk
  Jerry Cardinal [29:04]:
  “Guys who are in this position, monopolies, they want to kill competition. And look, I mean, that’s why we have these rules…at a minimum there needs to be a vetting of these two offers.”

• On vaccination policy implications
  Dr. Scott Gottlieb [43:53]:
  “If we go to the Danish model…we’re going to see [preventable diseases] resurge and we’re going to have to build new pediatric hospitals.”

• On drug pricing future
  Dr. Scott Gottlieb [49:15]:
  “Going forward, you’re gonna see prices in the US on new launches probably come down, prices ex US go up.”

• Jerry Cardinal, on endgame if board remains unengaged
  [37:55]:
  “We have a January 8th deadline for our tender…we’ll go straight to shareholders and we’ll see how we do.”

Timeline of Important Segments

| Timestamp | Topic | |---------------|-------------------------------------------------------------| | 00:49 | Intro & episode themes | | 18:12–21:26 | Breaking news: Paramount amends WBD bid | | 21:26–30:38 | Jerry Cardinal: Interview on amended offer & Netflix deal | | 30:38–34:55 | Regulatory hurdles, shareholder strategy, personal stakes | | 37:55 | Jerry Cardinal on moving forward with the tender | | 41:00–47:11 | Dr. Gottlieb on US vaccine schedule vs. Danish model | | 48:43–51:21 | Drug pricing, Trump policy, and new world pricing norm |

Episode Tone & Context

As always with Squawk Box, the tone mixes authoritative market and policy analysis with freewheeling debate and “in the know” banter. Jerry Cardinal displays focused urgency, speaking directly to shareholders with confidence and frustration over the process. Joe Kernen and Andrew Ross Sorkin spar genially yet pointedly over policy, business-government relations, and the pros and cons of state intervention. Dr. Gottlieb is measured and data-driven, unafraid to address political and scientific controversies head-on.

This summary captures the breaking developments in the Warner Bros. bidding war, Paramount’s strategic play, and insightful commentary on related economic and public health policies.