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So, who’s gonna get Warner Bros.? Hard to go anywhere in town right now without getting asked, right? But beyond the egos and the all-cash offers and the ridiculous Trump tantrums dominating the hard-to-believe headlines, the fact remains that even after the Warner Discovery board approved a landmark $72 billion sale to Netflix, nobody knows what’s gonna happen.
Certainly not David Ellison, who is managing to do the impossible: simultaneously make David Zaslav look like a genius and allow Netflix, the ruthless engagement machine and destroyer of movie theaters, to appear kinda sympathetic in the eyes of Hollywood. After Ellison went hostile yesterday with Paramount’s $77.9 billion bid for WBD—his sixth overture so far—he took his jilted-lover relationship-salvage crusade to an investor call and CNBC. “We’re really here to finish what we started,” Ellison told David Faber, still sounding like Kendall Roy in his shock at having been outmaneuvered by Netflix. Ellison reminded everyone—especially Zaslav and his Warner Discovery board and shareholders—that the company wouldn’t even have been in play without him and his very powerful father deciding that one studio wasn’t enough in the first place. Now all those shareholders need to do is simply tear up a signed Netflix deal and its paltry $27.75-per-share cash-and-stock offer and accept Paramount’s clearly superior $30-per-share bid. Just ignore the $24 billion in Saudi and other Middle East financing. Who doesn’t have billions of dollars of Saudi money these days, right?
As Ellison was complaining about a rigged process while simultaneously touting a smooth regulatory path for his own rigged process, Netflix co-C.E.O.s Ted Sarandos and Greg Peters happened to be appearing at a UBS conference, where they were given the opportunity to sound like the adults in the room, at least comparatively. Sarandos clarified that he will maintain the current theatrical windows for Warner Bros. movies and keep making TV shows for rival services. “We didn’t buy this company to destroy that value,” Ted insisted. Do you believe him? No? Why are you laughing and crying hysterically at the same time?
Sarandos is certainly not as convincing on this topic as Ellison, whose pledge to release 30 movies a year in theaters is at least grounded in how he’s currently managing Paramount. No matter. As Paramount C.O.O. Andy Gordon dropped the bomb that the combined company planned $6 billion in “synergies” (a.k.a. firings and cost cuts)—that’s on top of the $3 billion in firings and cost cuts after Skydance took over Paramount this fall—Sarandos took an easy swing. “Where do you think synergies come from?” he asked. “Cutting jobs. We’re not cutting jobs, we’re making jobs.”
To that point, Ted declared that his plan only calls for about $2 billion to $3 billion in synergies. Not a small number, but Netflix will save by not having to pay to put Superman, Friends, and other Warners content on Netflix—which qualifies as good news these days. That “should make the [Netflix] deal more favorable from the industry participants’ and regulators’ perspectives,” analyst David Joyce of Seaport Research wrote in a note yesterday, mirroring the Netflix messaging: The Netflix deal is better for Hollywood; the Paramount deal is better for the Ellisons.
Maybe most embarrassing, Ellison filed a factual timeline with the S.E.C. that tracked the breakdown of the Paramount-Warners courtship in excruciating detail. Hours after Ellison’s lawyers sent that December 4 letter calling B.S. on the sale process and eviscerating Zaslav for favoring one bidder over another, Ellison sent a cringey makeup text to the Warner Discovery C.E.O., desperately trying to woo him back. “Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company,” Ellison wrote. “It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. …you will see that my father and I are the people you had dinner with.”
Honor of a lifetime? Okay… Like a creeped-out Hinge date, Zaslav never responded. It’ll be interesting to see Warners’ side of this story when the company puts out its version of events in the next week or so. They’re still pushing the narrative that the centibillionaire-backed Paramount bid was flawed, and that the promises of billions in family financing weren’t totally real in the end. Regardless of whether Ellison’s new tender offer is actually better than the Netflix deal—a big if—the whole bid-measuring contest is based on the very subjective measure of valuing the WBD cable networks that Netflix isn’t buying. Are they worth $1 per share, as Ellison claims? Or much more, as Zaslav and his board hopes? Analyst Michael Morris of Guggenheim estimated between $2.50 and $3.50 per share, “which would put Netflix’s $27.75 bid modestly above $30 per share.”
Could they be worth even more? The best comp for assets like CNN, TNT, and TBS might be the Versant channels that are about to be spun off by Comcast. But AMC Networks is another, albeit smaller group of melting icebergs that might soon become very relevant to the Warners discussion. (Disclosure: On account of our recent acquisition of Air Mail, Zaslav is a de minimis investor in Puck.)
$35?
The Netflix deal may be better for Hollywood, but is it better for Netflix? Bidding wars are generally, uh, bad for buyers, and the company’s share price has dropped another 5 percent or so since Ellison went hostile, to its lowest point since April. Netflix has lost around $140 billion in market value since mid-September, when the prospect of a bid for Warners first arose. Why, again, is Netflix doing this? These aren’t must-have assets. Investors are clearly nervous about this deal, and especially whether Sarandos and Peters will continue to bid up the price if Ellison does.
Trump says he wants Warners to go to the “highest bidder” and that he’s now “neutral” on who buys what. Please, stop laughing and crying. Has Trump ever been neutral on anything? It must be maddening for Ellison and the Netflix guys to know that the president will likely determine whether government regulators hold up their deal via litigation. It’s hard to believe Larry Ellison’s long-term relationship (and campaign dollars) won’t ultimately win the president’s support—and perhaps a directive to Attorney General Pam Bondi to leave a Paramount-Warners deal alone. David is said to have made promises of “sweeping changes” at CNN if Paramount takes over, and Larry reportedly called Trump to complain about the Netflix winning bid. You don’t do that unless you expect some kind of thumb to be applied to the scale on your behalf. And with Jared Kushner’s fund participating in the Ellison bid, Trump will have a rooting family interest as well. The president has shown over and over that he will insert himself into situations to extract something for himself, politically or financially. Why would this process be any different—especially after Ellison opened the door to meddling with the Paramount acquisition?
Still, for a guy who openly campaigned for Kamala Harris in 2024 and whose wife was an Obama fundraiser and ambassador, Sarandos has done a nice job cozying up to Trump. But even Trump must see that a Justice Department action against the world’s dominant streamer hoovering up a rival in HBO Max is an easier case than two legacy studios smashing together. Maybe Sarandos could offer Trump a post-presidency production deal similar to the Obamas’ Higher Ground. Or Ellison could just cut to the chase and gift Trump 25 percent of Rush Hour 4. I’m half-kidding.
How high will they go? $32? $35? If Warners rejects his latest bid, Ellison will almost certainly offer more, I’m told. Will Netflix match or exceed that offer? Netflix has restless shareholders. Ellison controls Paramount and does not. Remember, Warner Discovery was trading at less than $10 before the sale chatter began. Pretty amazing.
The Zaz Factor
Amazing for Zaslav, of course. This whole situation cements his status as one of the luckiest media executives ever. The guy was paid hundreds of millions of dollars to steer Discovery Communications toward a digital cliff. Then, when he got too close to that cliff, he and John Malone managed to hitch Discovery to the much sexier Warner Bros. and HBO Max, only to realize almost immediately after debuting in April 2022 that the collective debt and falling TV revenue of the company threatened to sink the whole venture.
Hence the separation of assets, which ultimately led to Netflix’s interest in the good parts. Now, after firing thousands and destroying two-thirds of the company’s value, Zaslav is poised for one of the all-time grotesque paydays in a hall-of-fame career of grotesque paydays. He currently owns more than 4.2 million shares of the company, per CNBC, citing Equilar numbers. He’s got another 6.2 million shares coming, and a grant of almost 20.9 million options with a strike price of $10.16. You can do the math. If the Netflix deal happens at $27.75 per share, that’s more than $550 million for Zaz. If Ellison succeeds with his $30-per-share bid for the whole company, or if the Ellisons go even higher—clutch your pearls—Zaslav’s personal windfall would spike even further. Bloomberg declared he’ll be one of the “rare non-founder executives to reach $1 billion in net worth.” Forget non-founder, he’s actually a non-builder. When the book about late-stage Hollywood is written, Zaslav has secured his spot on the cover.
For WBD shareholders, the sale process has brought a similar cashout. But remember, many of these investors have ridden the stock down from its $24 launch price. And even with the recent spike, WBD is still way off from what the S&P 500 gained during the 3.5-year tenure of this company. Yet Zaz still gets paid. Always. At this point it’s worth listing the members of the Warner Discovery compensation committee, which continues to enable this kind of piggish value extraction: Redpoint Ventures’ Geoffrey Yang, Scripps’ Ken Lowe, former BET chief Debra Lee, banker Richard Fisher, and Paul Gould, its chair. Gould is also a top executive at Allen & Company, Zaslav’s go-to bank, which has generated millions and millions of dollars in fees from his corporate machinations over the years. Allen, along with J.P. Morgan and Evercore, is representing Warner Discovery in the Netflix deal. I’m sure Gould’s intertwining business interests with Zaslav have nothing to do with his willingness to tolerate outsize compensation. “He got criticized for a long while for being overpaid but a lot of that was phony,” Malone insisted to the Journal recently.
That’s true… in part. In 2021, Zaslav’s pay package at Discovery was valued at $246.6 million thanks to stock options granted in conjunction with closing the Warner-Discovery transaction, much of which never amounted to anything. But a lot of the comp wasn’t tied to stock performance. Remember, when the Warner Discovery stock began tanking, the board switched up his comp plan to reward free cashflow and debt reduction—a metric he could control with layoffs and cost cuts—rather than the stock price. The result: Zaslav made $51.9 million last year, including a cash bonus of $23.9 million, when the company posted a punishing $11.5 billion net loss. Irate shareholders voted against the package—to which Zaslav and the compensation committee extended a collective middle finger.
Now it’s happening again… but way more brazenly, with Zaslav getting all that equity right around the time the company will be sold. The board even altered his contract to make sure he’d be paid for a “reverse spinoff”—exactly the kind of pre-split transaction that Netflix envisions. Obscene media executive pay is nothing new, of course. Viacom, Paramount’s predecessor, paid Philippe Dauman and then Bob Bakish hundreds of millions of dollars to run the company into the ground. But Zaslav has a particular talent for remaining employed while extracting far more from his companies than his much more successful peers. Now, as the streaming company of Hollywood’s future and the world’s second-richest man have both decided they need Warner Bros.’ assets, Zaz is poised for the biggest cash grab of them all.