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PGIM Representative
At pjum, we actively manage risk today while targeting outperformance tomorrow. So no matter what investment risks concern you most. From geopolitics to inflation to liquidity, PGM brings disciplined risk management expertise that spans 30 market cycles. Our active approach finds opportunities and volatility helping our clients to navigate risk and achieve their long term goals. Pjum our investments shape tomorrow today.
Rob Armstrong
Pushkin.
Nothing gets Wall street and Wall street journalists pumped up like a good old fashioned money fight. And we have a doozy going on right now. The target is Warner Brothers Discovery. The contenders are Netflix and Amount today on the show the future of entertainment and the dynamics of deal making. This is Unhedged, the markets and finance podcast from the Financial Times and Pushkin. I am Rob Armstrong coming to you from a frigidly cold New York City. And I am joined by the Butch Cassidy and Sundance Kid of deal journalism Shaped or possibly the Statler and Waldorf.
Oliver Barnes
James Dustin Hutch, which one of those is a Warner asset? That's the only thing that matters.
Rob Armstrong
Yeah. James Fontanella Khan is the US Financial Editor of the Financial Times and the Sundance Kid is our US Deal editor.
Oliver Barnes
Oliver Barnes, deal correspondent. Deal.
Rob Armstrong
I was trying to promote.
Oliver Barnes
Can I be deal's editor?
James Fontanella-Khan
It's up for graph.
Oliver Barnes
Maybe after this.
Rob Armstrong
Okay, there, this is one of these shows where there's so much to talk about that the hard thing is what we're gonna leave out. But this all culminated on Monday with this hostile bid. But let's go back to the beginning. Where did the whole saga of who gets to buy Warner Discovery begin?
Oliver Barnes
Yeah, where does the lineage of this all start? I mean, it's a kind of, it's a plot fit for Hollywood, isn't it? David Zaslav, who's this kind of larger than life figure in Hollywood, Warner CEO. He's the Warner Discovery CEO. He creates Warner Discovery by kind of merging his less sexy cable company Discovery into this storied movie studio, Warner Brothers a few years ago. And that company underperforms and then Zaslav hatches a plan to break up that company and spin off the cable assets. You know, the CNNs of the world, the Discovery, Animal Planet, these are, these are die.
Rob Armstrong
These are wasting assets.
Oliver Barnes
Exactly. To break those apart from the studio asset which is behind, you know, Harry Potter and the DC Comics franchise and the streaming service HBO Max.
Rob Armstrong
I'm a subscriber, so I like it.
James Fontanella-Khan
Yeah, I might.
Oliver Barnes
Yeah, yeah, very good. And also, you know, pretty affordable.
Rob Armstrong
And just. I'm going to make you pause there. Let Me, I just want to set some financial context for our listener. So over the last six months, Warner Brothers discovery is up 190%. Would you care to guess what it is? Up over five years? 3%. Right. So this is. It's interesting.
Oliver Barnes
It's value creation. Right.
Rob Armstrong
Until there was a dog fight over this asset.
Oliver Barnes
Yeah.
Rob Armstrong
It was a struggling stock.
Oliver Barnes
Yeah.
Rob Armstrong
Which is kind of interesting.
Oliver Barnes
And that was the genus of the breakup. And the breakup took on different forms. And I think initially he was going to spin the. The studio and streaming assets off, and then it reversed.
Rob Armstrong
Good stuff. Was.
Oliver Barnes
And then it was getting rid of the less sexy assets. But then simultaneous to this, this is.
Rob Armstrong
Sort of this summer that the breakup is happening.
Oliver Barnes
Yeah. The breakup was officially announced over summer.
Rob Armstrong
Yeah.
Oliver Barnes
Simultaneous. This. You have another kind of theme and story unfolding in Hollywood, which is that the Ellison family, Larry Ellison, the founder of Oracle, one of the world's richest men. I think he was the world's rich man. Maybe changed in the last few years.
Rob Armstrong
Translations of the stock market.
Oliver Barnes
And his and his son, David Ellison, are going and building a new Hollywood powerhouse. They've merged together. Sky Dance, the company that they created.
James Fontanella-Khan
Well, it was David's company, a production company behind the Mission Impossible and a bunch of other.
Oliver Barnes
They merged that with Paramount again, one of the storied Hollywood movie studios. But Paramount small, and they're the Ellisons, and they've got big, big ambitions. So they're looking at what's going on with Warner and they're like, this is a neat fit.
Rob Armstrong
Yeah.
Oliver Barnes
For. For. For our mouse eating this elephant. For our. Us growing into a bigger size mouse, if you will.
Rob Armstrong
Yeah.
Oliver Barnes
And they kick all this off with a bid out of the blue delivered by David Ellison to David Zaslav's home in. In Hollywood.
Rob Armstrong
Yes.
Oliver Barnes
Which was owned by the former Paramount boss. I mean, it's a script.
Rob Armstrong
I know.
Oliver Barnes
Writing room.
Rob Armstrong
What kind of car did he drive over there? It's like a classic convertible, like some.
Oliver Barnes
Old Chevy or something. I don't know. I doubt it.
Rob Armstrong
Okay, so at this point. So a bid is in at this point and where are we at that.
James Fontanella-Khan
Time point was about 19 bucks, something like that.
Oliver Barnes
Yeah. So the bid gets upped a bunch of times, but the first bid, I think came in. Yeah, it was. It was under 20 bucks.
Rob Armstrong
And that's this in the autumn. At some point this is happening.
Oliver Barnes
Yeah, this happens in September.
Rob Armstrong
Okay, great. So there's a bid in and also.
Oliver Barnes
Immediately hits the public domain.
James Fontanella-Khan
This.
Oliver Barnes
This whole process has unfolded in the public domain. And that's why it's not entirely surprising that they've gone hostile. Like this is all being litigated in the media and it's a big media.
Rob Armstrong
You know, and we're grateful to take a moment to thank all the players. Thank you for being so noisy about this. So, and how's that initial bid received and what's, what's the next step? Jfk?
James Fontanella-Khan
It wasn't received very well. I mean, Zaz, as he's referred to, said, not interested. We're going to keep on with our plan to split the company. But then the pressure kept on growing and at some point, as Ollie was referring to, they kind of changed the split and they decide to spin off the cable, the kind of. The less performing assets, CNN and whatnot, and to keep under the Warner Discovery umbrella the kind of streaming and studio business. And the reason they did that was to attract precisely the interest of the Netflixes, the Amazons, the Apples of the world.
Rob Armstrong
Yes.
James Fontanella-Khan
And they did come.
Rob Armstrong
Yeah.
James Fontanella-Khan
And at that point we're around October.
Rob Armstrong
Yeah. When does Netflix appear on the scene here?
James Fontanella-Khan
Around that time. I mean, essentially Warner announces a kind of. We're kind of looking at alternative options. Strategic alternatives is a classic term, which means we're putting ourselves up for sale.
Rob Armstrong
Yes.
James Fontanella-Khan
And at that point Netflix hires bankers, Comcast hires bankers. And then there's a lot of noise, as Ollie referred earlier. But what emerges quite early on is that there's three bidders. The first one is Paramount, the second one is Comcast.
Rob Armstrong
Let's pause on Comcast for a second. Tell us what Comcast is.
James Fontanella-Khan
Comcast is the most traditional, if you want, rival to Warner Brothers in terms of it has a studio, it has traditional tv, it has cable. So that's kind of. And they had also, in their own right, split their streaming and studio business from the traditional TV assets.
Oliver Barnes
And importantly, they've got a kind of not particularly well performing streaming service, which is Peacock. Do you subscribe to that?
Rob Armstrong
I do not.
Oliver Barnes
Well, there you go.
James Fontanella-Khan
I do.
Oliver Barnes
Oh, you do.
James Fontanella-Khan
But Premier League.
Rob Armstrong
Subscribe to everything.
James Fontanella-Khan
Premier League?
Rob Armstrong
No, they have Premier League.
James Fontanella-Khan
Yeah.
Rob Armstrong
Okay, so and the third bidder, and.
James Fontanella-Khan
The third bidder, which was the most surprising one in many ways was Netflix.
Rob Armstrong
Why would that be a surprise? It seems like a natural.
James Fontanella-Khan
So first of all, Netflix has never done real big M and A. In fact, I can't recall of any major M and A.
Oliver Barnes
Biggest ever deal was a $900 million deal. Like the kind of build not buy philosophy.
James Fontanella-Khan
I mean, you were in L. A, Ollie. Was it what were people thinking about Netflix participating in this?
Oliver Barnes
Well, the interesting thing was, I think everyone discounted that Netflix would win this for a long period of time. But when you spoke to people who kind of had, like, run the numbers, the Netflix deal kind of made most sense. It gave them what they wanted. Right. Which was.
Rob Armstrong
And they have tremendously valuable equity. Right. They have a currency. Correct here.
Oliver Barnes
Yeah.
Rob Armstrong
They can give shares. But let's not get. Let's not move too far away from.
James Fontanella-Khan
We'll get back to that equity.
Rob Armstrong
We'll get back to equity before very long.
James Fontanella-Khan
Could I just add one more thing, though, about Netflix. There was even internally, their CEO, Ted Sarandos, had said around the beginning of the auction that, you know, they were looking at it, but they weren't that interested. Also, the other fact that was slightly a bit of a distraction or maybe, or was that Reed Hastings, the founder of. Of Netflix, didn't seem particularly enthusiastic about a deal.
Rob Armstrong
And so what's next in the timeline? Now we have three bidders on stage and Netflix comes in with an offer that is very compelling. But how does it play out?
James Fontanella-Khan
Well, on Thursday night, it kind of emerges.
Rob Armstrong
The.
James Fontanella-Khan
Like Netflix's last Thursday. Yes, last Thursday. They're in. Essentially, they're the winner. They're in exclusive talks and there's a rush to get the deal closed. And that's where some of the kind of tension with Paramount kind of emerges because they feel, why are we rushing this thing? And.
Oliver Barnes
And they ghosted them for the whole of Thursday.
James Fontanella-Khan
Absolutely. On that day.
Rob Armstrong
Who ghosted who?
James Fontanella-Khan
So on Thursday, before a key board meeting at Warner, to the point that Ollie was making earlier, the Paramount camp starts feeling there's something weird. They're not really giving us any feedback on the latest bid, which was at 30 bucks per share.
The last time that I'd heard from Warner, they were told, point number one, cash is king. So we want an offer which is primarily in cash, ideally entirely in cash. Second, we want certainty of closure.
And then they had raised some issues around the funding of Paramount's deal. What they referred to in that case was that some of the money backing Paramount's bid came from the Middle east. And so there was a concern over.
The approval of that deal from a national security perspective. So the way Paramount addresses those concerns are threefold. They increase the cash bid. It's entirely cash. Second, on antitrust, they said that they have backing, that their offer is safer than Netflix's, which is seen as the main rival at this point. And obviously their close ties to the Trump administration are indication that, you know, they're well positioned.
Rob Armstrong
Yes.
James Fontanella-Khan
And thirdly, on the cash coming from the Middle east, from Saudi Arabia, the Emirates and Abu Dhabi. And in addition to that, there's the backing from Jared Kushner, who was unknown until then, and he's basically using his fund affinity partners to back the bid. And he permanently says, none of these people or none of these entities from the Middle east, plus Jared Kushner would have any governance rights or board seats, what that means.
Rob Armstrong
So are they just saying, Zaslav, you'll still run the whole thing?
James Fontanella-Khan
No, what they tell Zaslav is that he will become co CEO of the new Paramount, Warner Brothers kind of entity. So along David Ellison.
Rob Armstrong
That was kind of along with David Ellison. That's very interesting.
Oliver Barnes
And that's when Netflix seals the deal.
Rob Armstrong
So despite all this.
Oliver Barnes
Yeah. Despite all the kind of head fakes along the way where they'd said, you know, we don't really do big deals. And.
Rob Armstrong
Yes.
Oliver Barnes
And I think a lot of people were skeptical for the antitrust questions over Netflix that they could ever get this done. They did it. I think it's the biggest media deal in. Well, it's the biggest deal of the year.
Rob Armstrong
And this is what forces Paramount to go hostile.
Oliver Barnes
Exactly.
Rob Armstrong
This improved bid.
Oliver Barnes
Exactly.
Rob Armstrong
It's all in cash. They've talked about security of ownership. They've said, we will give up our governance rights to you. And they just blew them off.
Oliver Barnes
Yeah.
Rob Armstrong
And went with Netflix anyway.
Oliver Barnes
Yeah.
Rob Armstrong
And so it's. It's like they were. They had to go hostile. They. They weren't picking up the phone.
Oliver Barnes
Exactly.
Rob Armstrong
And the, the hostile bid, just to close the loop that we got this week on Monday, did that improve the term still further? That bid from Paramount, it's an exact.
Oliver Barnes
Replica of the bid that they submitted on December 4th.
Rob Armstrong
It's the only difference is they're taking it directly to the shareholders.
Oliver Barnes
Exactly right. With that hostile bid came a very detailed regulatory filing from Paramount. Right. Which is, in a sense, one of the advantages of them going to shareholders, which is they get their story out there. We see every blow by blow account from their perspective.
James Fontanella-Khan
Including text messages.
Oliver Barnes
Including text messages. And what you see in that is there's a degree of kind of desperation emerging from the Paramount camp in the, in the few days before Netflix wins this. And you can, you can understand why perhaps they feel a bit slighted by Warner.
Rob Armstrong
This is where we pivot to politics. Right. Because they might have reasoned under the Trump administration, antitrust enforcement with big deals is dead. No one is going to stop the already dominant Netflix from buying more muscle in the streaming market and more brands of content. Because Trump is pro Wall street and pro deals, which is what makes it so clever of the Paramount camp to get the president's son in law involved on their side of the bid. I mean, it feels like it's a brilliant. I mean, we may have thoughts about whether this is all totally ethical or it smells slightly of corruption or whatever, but it feels like a pretty smart move to me.
Oliver Barnes
To be clear, though, Jared Kushner is not the only person who can put a call into Trump. We have a ton of people in this situation who are putting calls into Trump. I mean, Trump said over the weekend that he recently had dinner with Ted. Or did he have dinner with Ted Sarandos?
James Fontanella-Khan
He met with Ted Sarandos.
Oliver Barnes
He met with Ted Sarandos, you know.
James Fontanella-Khan
And he met with the Ellisons.
Oliver Barnes
Ellison's one of his. He's a backer of Trump.
James Fontanella-Khan
Larry is.
Oliver Barnes
He's given like the father has given money to Trump. So clearly there's a whole bunch of people who think they can put a call into the White House, but none.
Rob Armstrong
Of them are related to the guy. None of those other ones are married to Trump's daughter.
Oliver Barnes
Fair.
James Fontanella-Khan
It definitely doesn't hurt.
Rob Armstrong
Yeah, yeah. But I say one thing is put a seed of doubt in the Warner Discoveries board's mind. Right.
Oliver Barnes
But it hasn't done that.
Rob Armstrong
It hasn't.
Oliver Barnes
That's the point. Like, it hasn't actually, like in pressing their Trump button, and we've discussed this on the podcast before of like, you know, activating the political side of deals. Theirs hasn't succeeded so far at least in convincing the Warner Warner board of the merits of this.
James Fontanella-Khan
What is interesting though is like Trump is making this process as political as he can get it. He said quite clearly that he's going to get involved, which usually you don't have a president getting involved in antitrust approvals. On the flip side, though, to Ali's point, he's been weirdly level headed because he said, yeah, Netflix has a big market share. I think that's kind of hard to deny. And he said.
Rob Armstrong
The president said this.
James Fontanella-Khan
The president said that he's getting technical, but he also said we probably need an economist to kind of look into this.
Oliver Barnes
He also said neither of these guys are my friends. Right.
James Fontanella-Khan
He said that the following day because in the moment when he said that, like, oh, there could be a problem, he also said that Ted Sarande is a great guy.
Oliver Barnes
He's like Change Hollywood for the better kind of thing. Yeah.
James Fontanella-Khan
So it's like, it's, that's the thing with Trump, you never know. Right.
Oliver Barnes
And not that Trump's going to get like down into the details here, but he has a point on a technical level. And can I just say this, which is talking to a bunch of antitrust people over the past few days, which is Netflix. Yeah. You can see the antitrust argument against it. They are the most well known streamer, the biggest streamer in terms of number of subscribers, digesting the third biggest streamer, HBO Max, which also undercuts Netflix in terms of price. Right. Okay. So you can understand the antitrust argument against them, but there's also an antitrust argument against the Paramount camp. There's also horizontal integration happening there. Paramount, a massive movie studio in Hollywood, is buying another large movie studio in Hollywood. And that the Netflix camp argue will probably lead to a whole lot more job cuts. Right. It's not like super cut and dry where it's like Netflix probably has the more antitrust concerns, but it's not. I agree just purely on Netflix.
James Fontanella-Khan
The way I see it is this still would have never happened with the previous administration, of course, either of them. And that's kind of an important factor that brings to your earlier point. People feel that under Trump, the impossible suddenly becomes possible.
Rob Armstrong
We've talked a lot here, given listeners a lot to chew on. I just want to end and go to the break by asking you who's going to get Warner Discovery prediction time?
Oliver Barnes
I think Paramount. Why has Paramount gone to shareholders? Number one, they want to put their narrative out there. Number two, they, they force Netflix to put out, which will be coming in the next few days, a very detailed disclosure about what this looks like for WBD shelters because they're going to own Netflix shares. So that there'll be, there'll be information about Netflix in there, there'll be information about Warner and their negotiations with Netflix. So there's a whole load of information coming out. Right. But why have they really done this? I think this is as an entree to encourage or you could say kind of coax Warner to re engage with them. In the dying days of that process, Warner went cool on Paramount for whatever reason. Maybe it's taking their calls, maybe it's the personal dynamics, maybe it's. They legitimately thought it was a worse deal. Whatever, Whatever. But they are now, they have now gone public to create an environment where Warner now re engaged in them. Very rarely do you see tender offers go through as tender offers. Right. I would put a large amount of money that is not going to happen. But I think what does happen is Warner at some point re engages with Paramount. And if you look at the disclosures, the filings of Paramount and some of the text messages that go back and forth and indeed what David Ellison said on cnbc, this is not best and final. And that implies they have more cash. And we know the Ellisons have more cash.
Rob Armstrong
Infinite cash, you know what I mean?
Oliver Barnes
Maybe not infinite, but like a lot.
Rob Armstrong
More infinite to me. Jfk, do you agree with all that?
James Fontanella-Khan
I tend to agree with all these kind of reading. We will have to see Paramount increasing its bid. And then on the flip side, Netflix never really wanted this asset in the first place. They've already lost about $100 billion in market value. So they could have bought.
Rob Armstrong
So their shareholders are telling them, we don't love this bid.
James Fontanella-Khan
Stick to what you know best. Grow organically.
Rob Armstrong
Listeners will be right back with Long and short.
PGIM Representative
At pgum, we actively manage risk today while targeting outperformance tomorrow. So no matter what investment risks concern you most, from geopolitics to inflation to liquidity, PGM brings disciplined risk management expertise that spans 30 market cycles. Our active approach finds opportunities and volatility, helping our clients to navigate risk and achieve their long term goals. Pjum our investments shape tomorrow today.
Rob Armstrong
Welcome back. This is Long and Short, that portion of the show where we go long things we like and short things we don't like. Oliver, what do you got for us?
Oliver Barnes
I'm going long cinema.
Rob Armstrong
Really?
Oliver Barnes
And I'll tell you why. I was having a discussion with a friend the other day as a filmmaker and he was saying when you look back in the history books of Hollywood, when the movie studios have not always delivered the great art and when there's been moments of consolidation and stuff like that, and the movie studios have been all powerful, actually the indies have had a great moment in the sun. So actually, I think weirdly, whatever we end up with here, whether it's Paramount the winner or Netflix, I think better movies we're going to get artistic, beautiful movies made by independent filmmakers.
James Fontanella-Khan
Hell yeah.
Rob Armstrong
Jfk, what do you say?
James Fontanella-Khan
I'm shorting Christmas.
Oliver Barnes
Oh ho ho ho.
Rob Armstrong
What? I didn't. I had no idea we had a Grinch or a Scrooge in the studio. Why?
James Fontanella-Khan
I'm going to the seaside and like enjoying life.
Rob Armstrong
Yeah.
James Fontanella-Khan
And not on the beach.
Rob Armstrong
And you're not going to be sitting in front of the crowd.
James Fontanella-Khan
Hey, present all that. Yeah.
Rob Armstrong
Listeners, whether you are spending Christmas by the seaside or in front of a Christmas tree. We hope you will listen in on Thursday when we will be back in your streams. Until then, stay sharp out there. Unhedged is produced by Jake Harper and edited by Bryant Urstadt. Our Executive producer is Jacob Goldstein. Topher forges is the FT's acting co head of Audio. Special thanks to Laura Clark, Alistair Mackey, Greta Cohn and Natalie Sadler. FT Premium subscribers can get the Unhedged newsletter for free. A 30 day free trial is available to everyone else. Just go to ft.com unedged offer I'm Rob Armstrong. Thanks for listening.
Episode: Who Gets to Buy Warner Bros. Discovery?
Date: December 9, 2025
Hosts: Rob Armstrong, Oliver Barnes, James Fontanella-Khan
Theme:
A deep dive into the ongoing acquisition battle for Warner Bros. Discovery, featuring a play-by-play of the deal's plot twists, the cast of bidders (Netflix, Paramount, Comcast), and the complicated web of corporate strategy, media politics, and financial intrigue underpinning one of the decade’s most dramatic M&A showdowns.
The episode unpacks the recent, highly-publicized contest to buy Warner Bros. Discovery, focusing on the mechanics of the deal, the strategies and motivations of the main bidders, and the broader implications for Hollywood and the streaming industry. The discussion brings together both financial insight and Hollywood storytelling flair, examining the roles of key personalities, intriguing dealmaking tactics, and political entanglements—culminating in bold predictions on the deal’s outcome.
[02:11-04:02]
[04:02-07:33]
[07:33-09:28]
[09:28-13:40]
[13:56-17:36]
[18:03-19:53]
The tone is sharp, wry, conversational, and infused with both financial seriousness and the hosts’ affable skepticism about dealmaking grandiosity and Hollywood intrigue.
Not directly tied to the episode’s main theme, but worth summarizing for tone and insight:
This episode captures a gripping chapter in the business of Hollywood—where financial engineering, boardroom drama, political power plays, and strategic storytelling converge. Listeners get both a step-by-step recounting of the Warner Bros. Discovery acquisition fight and a lively debate on where the chips might fall, all delivered in the signature witty, insider style of “Unhedged.”