Hello, and welcome to yet another special Friday edition of The Best & The Brightest. I’m Peter Hamby, back in your inboxes shortly after Elise Stefanik’s announcement that she’s suspending her campaign for New York governor and won’t seek reelection to the House next year. The decision caps off a disappointing year for Stefanik, who started 2025 as Trump’s nominee to be U.N. ambassador, only to see the nomination pulled in spring, and headed into December picking fights with House Speaker Mike Johnson. Given the state of the House, who wouldn’t want to spend more time with family? My partner Leigh Ann Caldwell’s reporting suggests many more House retirements to follow.

Tonight, I bring you a read on the latest drama surrounding Paramount, Netflix, and the Warner Bros. Discovery bidding war that won’t die, in conversation with my colleague Bill Cohan. Bill has fresh intel on why WBD’s board remains wary of the Paramount Skydance bid—especially now that we know Larry and David Ellison are leaning on financing from the Middle East that could trigger a protracted national security review. On Wednesday morning, Warners officially asked its shareholders to reject Paramount as a suitor, claiming that the Ellisons had “misled” them. We go deep on the current state of play, and why the battle for WBD will stretch well into 2026.

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Don’t let them.

But first…

Eriq Gardner

Brendan Carr vs. networks over “the demise of broadcasting”: A few weeks ago, given F.C.C. commissioner Brendan Carr’s generous mood, I raised the question of what the TV station owner Nexstar wanted this holiday season. After all, Carr has made it clear he’d like to shift power away from the national networks—typically liberal, coastal operations—and back toward the more Trump-friendly local stations. He invited public comment. And now, the affiliates have submitted their letter to Santa.

Local broadcasters say that they deserve relief from what they call the “onerous” reverse retransmission fees they pay the networks. They also say exclusivity doesn’t mean what it used to, now that networks funnel their best content, especially sports, to their own streaming platforms. The big ask? Local stations want the right to negotiate directly with virtual M.V.P.D.s, like YouTube TV and Sling, rather than be boxed in by whatever deals the networks strike. That would blow up the current playbook for content distribution.

The networks, for their part, are practically circling the courthouse parking lot. Fox and Paramount, which owns CBS, submitted comments insisting that affiliate deals are governed by market dynamics, not federal decree. Both companies argue that the F.C.C. has zero authority over streaming services. Disney, which owns ABC, went further, flatly declaring that the commission lacked the power to impose “good-faith bargaining” rules between networks and affiliates. NBC owner Comcast offered the most apocalyptic warning: Carr’s intervention, its lawyers said, could spell “the demise of broadcasting.” Had the F.C.C. been meddling in recent years, they argued, the company never could have landed its new NBA rights package. (Surely, David Zaslav at Warner Discovery would have liked that.)

Ian Krietzberg

A White House geek squad: As part of President Trump’s push to incorporate A.I. across the federal government, the administration is launching something called Tech Force, a corps of 1,000 engineers who will be trained “to accelerate A.I. implementation and solve the federal government’s most critical technological challenges.” The two-year employment program, which will pay between $150,000 and $200,000 annually, will train engineers while allowing them to interface with “leading technology companies.” Afterward, those engineers “can seek employment with” those tech partners. A perfect circle.

And now, my conversation with Bill…

The Hidden Trump Factor in the Warners War

Wall Street guru Bill Cohan on what’s next in the battle for Warner Bros., and the inevitability of presidential meddling.

Peter Hamby

For weeks, Paramount Skydance appeared to have the inside track in the race for Warner Bros. Discovery. All they needed to do, the thinking went, was raise the price above what Netflix was willing to pay, demonstrate airtight financing, and seal the deal. Instead, their bid has become mired in uncertainty—a thicket of legal fine print, opaque trust structures, mixed signals about sovereign wealth funds, and apparent miscommunication about who is actually backstopping the money. At the center of the standoff is a deceptively simple question: Is Larry Ellison, the world’s third-richest person, truly guaranteeing the $40 billion equity check included in the deal?

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Don’t let them.

Earlier this week, Bill Cohan joined me for an episode of The Powers That Be to untangle what he calls a “glitch in the matrix”: why WBD’s board remains unconvinced by Paramount’s assurances, how Middle Eastern capital became both a selling point and a liability, and what WBD’s looming S.E.C. filing could mean for the next phase of M&A in 2026. With Trump-era regulatory chaos sure to become a factor, this saga is far from over. On Wednesday morning, WBD instructed shareholders to reject Paramount's overtures, claiming the Ellisons had “misled” them during the bid process. (As always, this conversation has been lightly edited for length and clarity.)

A Glitch in the Matrix

Peter Hamby: Last time we talked, you were giving the Ellisons free advice and said, Just go up a few bucks a share to get this thing over with. Well, it seems you had some people reach out to you and you made some phone calls. Per your reporting, there’s some real skepticism about the money that the Ellisons and Paramount can pony up.

Bill Cohan: I think there’s sort of a glitch in the matrix here, because the Ellisons and Paramount folks feel like they’ve given Warner Bros. Discovery everything they’ve asked for. They’ve offered $30 a share, all cash. They keep saying that Larry is backstopping the whole $40 billion equity check, if that’s necessary, and that he has given the same personal guarantee that Elon Musk gave Twitter. Then there was an additional glitch that said the Larry Ellison Revocable Trust is the owner of his 1.16 billion shares in Oracle. And if you go to the Oracle proxy statement, which came out a few months ago, it doesn’t say anything about a Larry Ellison Revocable Trust being the owner of those shares; it says Larry Ellison himself is the owner of those shares. So I think the WBD folks felt that they weren’t getting the guarantee of the right entity.

But it also seems to me that they’re talking past each other, either intentionally or by mistake. And it seems that the Paramount folks have given the Warners folks everything they want, and the Warners folks aren’t seeing it. But enough with the ridiculous legal impediments. They need to get it out there that there’s some sort of misunderstanding—that is, if they’re serious about wanting the company for $30-plus a share and that Larry is willing to be on the hook for the whole $40 billion. Why don’t the Warner Bros. Discovery lawyers send over a guaranteed document the way they’d like it to read, and have Larry sign it?

The latest proposal would include financing from Saudi Arabia’s Public Investment Fund, the Qatar Investment Authority, and the Abu Dhabi Investment Authority. It’s become part of the narrative that these folks from the Middle East are on board here, but according to your reporting, it kinda seems like they’re not actually all the way in—or, rather, that they still have a way out.

It doesn’t help that there was some initial confusion over whether the sovereign wealth funds were really in the bid, which was first reported by Variety but seemingly denied by Paramount. So of course the WBD side is saying, Hey, you’re denying that they’re in the bid, and yet they’re showing up in your bid. So where’s your credibility on this? Then you’ve got the question around the Larry Ellison Revocable Trust. Then they’re told the Ellisons have given a guarantee, but that language isn’t in the document.

Look, they’re all really smart lawyers here. This shouldn’t be that hard to resolve. And with Warner Bros. being in Revlon mode, they’re legally obligated to sell to the highest bidder. Now, you could argue whether $30 a share in cash [fot the entire company] is a higher bid than $27.75 a share [for just the Studios and Streaming business] plus the value of the linear TV stub—and at the moment, I think you could argue that Netflix’s bid is still higher. But if or when Paramount comes back and says they’ll pay $34 a share, all cash, it’ll be clear that the Paramount bid is superior. Therefore, tying up all these seemingly loose ends that’s causing all this confusion should be pretty easy to do at that point.

There are conspiracy theories that the WBD crowd is finding all these objections because they don’t want to deal with Paramount and would rather do a deal with Netflix, so they’re deliberately throwing up roadblocks. I don’t think that’s the case. I think the WBD crowd knows that they’re in Revlon mode and knows they have to sell to the highest bidder, and they just want to see who the highest bidder really is.

“Trump Is Going to Meddle”

Even if WBD does have a Revlon duty to sell to the highest bidder, would the prospect of all these Middle Eastern investment funds being involved—and therefore potentially triggering a CFIUS review and dragging the process out for a long time—turn off WBD investors? Then again, a Netflix acquisition would also theoretically prompt some form of regulatory and antitrust review. It doesn’t seem like this story is going away anytime soon and is likely to extend well into the new year.

It probably will continue. Paramount probably wouldn’t drop a new bid until after the new year. Then, of course, there’s going to be some reaction from Netflix. Then we begin again.

That’s all before Trump starts his meddling and tries to put his foot on the scale for someone, depending on who’s sucked up to him the most recently, and who’s done some sort of outrageous genuflecting in his direction. It’s clear that Trump is going to meddle. It’s clear that either Netflix or Paramount will have lengthy reviews. So even if a deal is struck, it probably won’t close for 12 to 18 months. So yeah, we’ll be talking about this for a good long time.

Join Puck’s chief political columnist, John Heilemann, as he roams the corridors of power and influence in America on this twice-weekly interview show, taking you beyond the headlines with the people who shape our culture: icons and up-and-comers, incumbents and insurgents, moguls and machers in the overlapping worlds of politics, entertainment, tech, business, sports, media, and beyond. The conversations are rich and revealing, unrehearsed and unexpected… and reliably impolitic. A Puck-Audacy joint, new episodes drop every Wednesday and Friday.

Unique and privileged insight into the private conversations taking place inside boardrooms and corner offices up and down Wall Street, relayed by best-selling author, journalist, and former M&A senior banker William D. Cohan.

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