TheChek News Flow

Sébastien Lecornu brandit comme une victoire son budget de la Sécurité sociale, mais l’honnêteté tout comme l’inquiétude qu’inspire le délitement de notre pays obligent à considérer ce moment comme une défaite collective.

Les amateurs de tambouille parlementaire - s’il en reste quelques-uns - goûteront avec un brin d’admiration la recette de Maître Lecornu. Un bouillon de socialisme, un bloc central coupé en morceaux, une pincée d’écolos, un bouquet de LR, des Horizons émincés : faire mijoter quelques semaines, et la soupe est prête. Potion tragique au regard de nos finances publiques, mais il faut bien passer l’hiver…

Le premier ministre, on le comprend, brandit comme une victoire son budget de la Sécurité sociale, mais l’honnêteté tout comme l’inquiétude qu’inspire le délitement de notre pays obligent à considérer ce moment comme une défaite collective. La France n’est pas une île ; l’Assemblée n’est pas une principauté. Ce dont on discute depuis trois mois est en décalage total avec les urgences d’une nation surendettée et déclassée. Les prédateurs se partagent le monde, la France décourage ses forces vives. « Travailler moins pour gagner un peu moins », « imposer plus pour dépenser plus » sont les devises de cet exercice budgétaire.

Le PS et la droite LR, brancardiers d’un macronisme déjà condamné

Les effets économiques de ce marchandage sont catastrophiques. Ils consistent, en balançant à la Seine la réforme des retraites, en jouant sans vergogne à « qui veut taxer des milliards ? », à stabiliser le naufrage.

Les effets politiques ne sont pas plus glorieux. L’Assemblée s’est changée en gigantesque conseil général, en foirail où l’on négocie le bout de gras tout en laissant planer le spectre d’une dissolution en cas de défection. Au bout du compte, trop de députés défendent leur intérêt particulier, à très court terme, tout en embouchant, sans vergogne, le clairon de l’intérêt national.

Un choix tactique fascinant a poussé le Parti socialiste et la droite LR à se faire les brancardiers d’un macronisme déjà condamné. Voter le budget avec François Hollande, s’abstenir avec les amis de Sandrine Rousseau, c’est donc la perspective qu’ont décidé d’ouvrir les troupes de Laurent Wauquiez et d’Édouard Philippe. Tout ce petit monde fait corps pour s’enfermer ensemble dans une impasse. Pendant ce temps, l’autoroute est grande ouverte pour Jean-Luc Mélenchon et Jordan Bardella. La stabilité à tout prix, c’est l’antichambre du chaos.

Paramount’s $77.9 billion bid for Warner—backed by $54 billion in debt—is making some bond investors queasy

The megadeal is back and so is Wall Street’s immense appetite for debt.

Paramount’s hostile bid for Warner Bros. Discovery WBD 3.78%increase; green up pointing triangle this week, the leveraged buyout of gaming company Electronic Arts earlier this year and other recent debt-laden transactions have all been possible thanks to a spike in lending by banks and even some private-credit funds.

Big-ticket mergers and acquisitions, or those valued at $10 billion or more, hit a record dollar amount this year, according to Dealogic. Much of the price tag on those deals gets paid for with debt.

Debt-heavy deals mean large paydays for shareholders but also more risks for bond investors when credit markets are showing signs of overexuberance. And would-be acquirers have more choices than ever: The corporate-bond, syndicated-loan and private-credit markets are all whirring at the same time.

“These big, bolder bets are becoming more interesting, and people are willing to try them because of the financing that’s available,” said Matthew Toole, director of deals intelligence at the London Stock Exchange Group.

Expectations that the Trump administration will be more accommodating to large tie-ups are also pumping the size of deals up to record levels. Paramount’s offer for Warner included $54 billion in committed debt financing from Bank of America, Citigroup and the investment firm Apollo Global Management. Netflix’s NFLX -0.08%decrease; red down pointing triangle featured $59 billion, backed by Wells Fargo, BNP Paribas and HSBC.

Disclosure of the financings triggered a trading frenzy in Warner’s bonds, with about $450 million changing hands on Monday after Paramount PSKY 0.48%increase; green up pointing triangle formally announced its hostile takeover plan, according to data from MarketAxess. Bond prices have dropped about 5% in December, largely because the Paramount bid relied more heavily on debt than analysts had expected, fund managers who own the debt said.

The debt load will likely escalate if the bidding war continues. That is particularly worrying because excessive borrowing played a big part in Warner’s past financial troubles, the fund managers said.

It was formed in 2022 when AT&T spun out its WarnerMedia unit to merge with a smaller firm, Discovery, a deal that saddled the prevailing company with about $50 billion in debt. Warner worked to whittle down that debt load, cutting costs relentlessly and putting cash flow toward debt payments.

A merger with Paramount would strain its balance sheet once again. But Paramount executives said Monday on a call announcing their hostile bid that they plan to turn the combined Warner-Paramount into an investment-grade company by finding billions in cost cuts. They expect Warner-Paramount’s debt to become investment grade in two years.

Debt investors are quick to point out that deals rarely go according to plan, especially the scope of planned cost savings.

“In hindsight, media acquisitions have not gone that great,” said Jawad Hussain, a director at S&P Global Ratings specializing in media and entertainment companies. S&P initially expected it would raise its rating of Warner when the Discovery deal was announced but ended up cutting it when the merged company failed to hit projections made at the time of the merger.

Warner picked Netflix’s offer in part because of uncertainty about how solid Paramount’s financing is, especially if debt markets seize up as they did in 2022, a person with knowledge of the deal said. While Paramount’s bid relies on a broad coalition of lenders and equity partners—and the equity is backstopped by the family of billionaire Larry Ellison and private-equity firm RedBird Capital—Netflix can go it alone thanks to its piles of cash and investment-grade single-A credit rating, he said.

Wall Street banks have mostly avoided big debt deals since being stuck in 2022 with a series of so-called hung deals, or loans they kept on their books rather than selling them to investors at a loss. The most notable? The $13 billion in borrowings for Elon Musk’s leveraged buyout of Twitter. That debt sat on banks’ balance sheets for over two years because of the social-media company’s lagging performance (the last of the debt was sold by banks earlier this year).

Earlier this year, a group of investors including Saudi Arabia’s Public Investment Fund and Silver Lake unveiled the largest leveraged buyout ever, a roughly $55 billion take-private of Electronic Arts, the maker of videogames including Madden NFL and the Sims. That deal included $20 billion in debt financing.

At Goldman Sachs’s financial-services conference on Monday, bankers voiced confidence the deal machine will keep humming along—even, they said, the big ones that require a lot of financing. Clients are eager to get more scale, expand technology and offset tariff cost increases. Goldman’s finance chief said the long-awaited private-equity deal boom might be starting, an area that relies heavily on debt.

“I think for the most part there is general confidence and optimism,” Moelis CEO Navid Mahmoodzadegan said at the New York conference. “My outlook for overall M&A activity is quite, quite good going into next year.”

Those 2026 buyouts are sure to add to a debt pile that’s already high enough to leave some bond investors feeling queasy.

Wave of M&A fuels rally as big pharma groups hunt for blockbusters ahead of patent cliff

Hedge funds betting on drugs stocks have made bumper profits this year, as a recent wave of deals by big pharmaceutical companies drives the biggest rally in the biotechnology sector in a decade.

New York-based investment manager Perceptive Advisors has seen its flagship $4.5bn hedge fund soar 75 per cent this year to the end of November, according to people who had seen the numbers. Meanwhile, Caligan Partners, another New York-based hedge fund, which manages more than $1bn, was up 92 per cent, its best year since inception in 2022.

The gains come as the Nasdaq Biotechnology index has soared by about one-third, its strongest year since 2014. It has been helped by a renewed surge in dealmaking as big groups looking for their next blockbuster drug spend billions of dollars on biotech companies at the forefront of innovation.

“Every week or two there is a new multibillion-dollar M&A transaction announced, and that has been going on for six months,” said one hedge fund executive who is active in the sector. “The speed at which they keep happening is kind of amazing.”

Healthcare-focused funds more broadly have been the best performing in the hedge fund industry this year, returning 36 per cent from January 1 to the end of November, with 19 per cent of those gains coming from the past two months alone, according to data from PivotalPath. It has been the best year for the strategy since 2013.

“These are unheard of numbers,” said Jon Caplis, PivotalPath’s founder and chief executive.

Large pharmaceutical companies are facing a particularly large so-called patent cliff where their blockbuster drugs come off patent and lose exclusivity, opening the door to competition from generic drugmakers. Drugs with annual revenue of about $180bn are going off patent in 2027 and 2028, roughly 12 per cent of the global market, according to Evaluate Pharma data, with almost every large company affected.

This has driven a number of big pharmaceutical businesses to hunt for smaller groups with promising treatments, often still in clinical trials, with the US Trump administration appearing to be more permissive of deals than the Federal Trade Commission under former president Joe Biden.

Pfizer won a dramatic takeover battle against Novo Nordisk for weight-loss start-up Metsera in November, clinching a deal worth up to $10bn.

Merck spent $10bn on lung disease-focused biotech Verona Pharma in July, its biggest acquisition in two years, amid concerns it has few alternatives that can match the substantial sales figures of cancer drug Keytruda, which loses its patent in 2028.

Both Perceptive and Caligan held positions in Verona and profited from its deal, with the share price soaring about 130 per cent this year.

Perceptive also benefited from bets on US biotech groups Praxis Precision Medicines and Celcuity, whose share prices have surged roughly 250 per cent and 700 per cent, respectively, this year. In October, Praxis released positive results of a trial for a drug to address shaking caused by nervous system issues, while Celcuity announced a successful trial of its cancer drug.

Perceptive and Caligan declined to comment.

Novartis’s heart medication Entresto lost its patent this summer. It agreed a $12bn deal to buy Avidity Biosciences, a company that specialises in treatments for rare diseases, in October.

The patent cliffs that are coming are significant and people are expecting the M&A cycle to continue,” said Sean Conroy, an analyst at Shore Capital.

This year’s profits mark a turnaround for some hedge funds after a tough start to 2025.

The share prices of biotech companies were hit earlier this year by fears that the appointment of Robert F Kennedy Jr — a prominent critic of mainstream medicine — as US health secretary could hit drug approvals. The Trump administration also cut government spending on health research to a 10-year low, which — combined with higher borrowing costs than when many had previously raised money — threatened to put some companies out of business.

Perceptive was down for 2025 by April, according to people familiar with its performance. But the wave of M&A that took place in the second half of the year helped drive a recovery.

Opponents of proposal to increase cap to €10,000 say it would reward tax evaders and illegal business

Italian Prime Minister Giorgia Meloni’s party has been accused by critics of promoting tax evasion with its plan to double the legal limit for cash payments to €10,000.

In a draft amendment to next year’s budget — which must be approved by December 31 — lawmakers from Meloni’s Brothers of Italy have called for legalising cash transactions of up to €10,000, provided that a flat €500 “special stamp duty” is paid on any cash amount over €5,000. 

Brothers of Italy lawmakers say their proposal will enable greater spending on luxury goods by foreign tourists — who sometimes arrive in Italy with large amounts of cash — and help black money return into circulation in the legal economy. 

“We believe that there is a significant amount of cash in Italy for a long time that can be injected into the real, legal economy with a small contribution of €500 that we will tax on the expenditure,” Marco Osnato, chair of the finance committee in the lower house of parliament, told the FT.

Senator Matteo Gelmetti, one of the bill’s main sponsors and a member of the senate budget committee, said the higher cash transaction cap would help foreign visitors who come to Italy as well as the hotels, restaurants and shops that serve them.

He also claimed that it was “a way for the state to raise money”, though he declined to estimate the potential gains. “We’re a highly touristic nation and we know there are a large number of tourists — especially from certain backgrounds — for whom cash is the norm,” Gelmetti said.

Finance minister Giancarlo Giorgetti of the League, one of the parties in Meloni’s coalition, has yet to publicly express an opinion on the amendment’s pros and cons, an assessment that will strongly influence its prospects for adoption. 

However, opposition parties say the scheme would merely reward tax evaders and those involved in illegal businesses, who could spend their undeclared or ill-gotten earnings by paying only a minor tax.

“It’s a strange idea. We consider it a desperate measure to raise money,” said Senator Antonio Misiani of the centre-left Democrat party, adding that only “criminals and mafia” were likely to take advantage of such offers.

Parliament member Angelo Bonelli, of the Alleanza Verdi e Sinistra or Green and Left Alliance, called the measure a “direct favour to tax evaders, an incentive for the black economy, a step backward in the fight against illegality”.

As part of its anti-money laundering efforts, the EU has introduced a Europe-wide €10,000 cap on cash payments in business transactions, a limit that takes effect on Jan 1 2027. But Brussels also allows member states to establish lower cash transaction limits if they so choose. 

In recent years, Italian reformers — including former Prime Minister Mario Draghi — have tried to discourage cash use and promote digital payments as part of a crackdown on Italy’s vast underground economy and rampant tax evasion.

But Meloni’s Brothers of Italy and its allies in the League and Forza Italia draw strong support from small business owners who chafe at Italy’s tax burdens. Among Meloni’s first moves after taking office three years ago was the raising of Italy’s legal limit on cash transactions for businesses from €1,000 to the current €5,000.

Meloni also tried to scrap the legal requirement for small businesses to accept digital payments, and wanted to allow them to demand cash for transactions below €60, but she was forced to backtrack after Brussels warned that such a move was counter to Italy’s pledge to promote digital payments and put the country’s public finances on a sounder footing.

According to a recent estimate by official statistics agency Istat, Italy’s “non-observed” or underground economy was valued at €217bn in 2023, equivalent to 10.2 per cent of GDP, and up 7.5 per cent in value terms from 2022. 

Of the underground economy, some €20bn were revenues from illegal activities, while the rest were from activities that were ostensibly legal but taking place outside the tax net, including employment of unregistered workers in enterprises, and undeclared rents paid in cash, Istat said in its October report.

Expect lawyers to home in on the definition of ‘relevant market’ that best suits their argument

Supermarkets, bank branches, best-selling books, barrels of oil — these are just a few of the markets that have vexed competition lawyers and judges over the decades. The battle for US media empire Warner Bros Discovery will pose a whole new set of questions — with no easy answers — about the way households parcel out their TV spending and their brain space.

Netflix’s bid for WBD was trumped on Monday by a rival cash offer from Paramount Skydance. The interloper contends, in support of its offer, that a Netflix merger would trigger a lengthy and possibly unsuccessful antitrust review. The logic is persuasive. George Mason University law professor John Yun cites data showing Netflix and WBD have 31 per cent of streaming subscriptions and account for 35 per cent of hours watched.

But there are other ways to slice the cake. In antitrust probes, identifying the “relevant market” is critical, and contentious. Include Google’s YouTube as a streaming rival, and Netflix and WBD fall to just 20 per cent of viewing time, according to Nielsen. Include all TV, and they’re just 9.3 per cent. Expect lawyers to home in on the definition that best suits their case.

In a rational world, what matters is whether consumers risk being worse off. Could Netflix use its boosted market clout to dramatically crank up the prices of its enlarged streaming subscriptions? Or charge nosebleed fees to broadcast rivals for WBD content such as Harry Potter and Friends, leading them to jack up their own prices?

Maybe, but not because of simple market share. This isn’t bank branches or supermarkets, where a local monopoly can leave consumers with a Hobson’s choice. Those who balk at Netflix and HBO Max can defect to Amazon, Disney+ or Paramount+, among others. Netflix is big, but Roku or Peacock are as easy to sign up for. Share of eyeballs makes little odds.

What does make a difference is the films and shows themselves — specifically, how good they are. That’s why YouTube isn’t really a substitute for Netflix at all. Sure, it has no end of stuff for a viewer to point their pupils at. But if the relevant market is “stuff you watch for the plot”, Netflix and WBD might indeed have a very large share of the market.

The catch is that such subjective things are much harder to gauge. One option is to look at how much companies splurge on content, as a proxy for the quality of their output. Netflix and WBD may spend $38bn next year, analysts reckon. But Paramount and WBD weigh in at a hefty $32bn. In overall content spend, Comcast beats them all, according to KPMG data, and Walt Disney is close behind.

Years from now, all of this may be moot. Artificial intelligence already hints at a world where movies no longer require a studio, or human actors. YouTube — used by 84 per cent of Americans, according to Pew Research Center — could take on traditional studios one day, armed with its $3.8tn parent’s game-changing AI models. The same might apply to Facebook owner Meta Platforms or OpenAI.

That’s a tomorrow problem, of course. Antitrust judges tend to focus instead on the market as it is, so Netflix will need to sharpen its pencils. But there are two conclusions. If simple viewing time doesn’t equate to market power, then the streaming colossus’ bid for WBD might not be as problematic as it sounds. And however this drama shakes out, the next wave of media innovation could produce a very different set of anti-heroes.

All of Paramount's offers to acquire WBD were rebuffed, and the board inked a deal with Netflix

David Ellison fought hard to win Warner Bros. Discovery. But despite his strenuous efforts, he lost out to Netflix — and now Ellison is switching from carrots to sticks: Paramount Skydance is taking its case directly to shareholders in a hostile takeover bid for WBD.

New details disclosed in a Paramount SEC filing reveal the lengths Ellison went to try to clinch a pact with David Zaslav, president and CEO of Warner Bros. Discovery. Ellison courted Zaslav as hard as he could: He hosted Zaslav at a dinner with his father, Larry Ellison. David Ellison met with Zaslav at the latter’s home in Beverly Hills to discuss a potential deal. And Larry Ellison met over a videoconference with Zaslav and John Malone, chairman emeritus of Warner Bros. and a major shareholder, to “discuss Paramount’s interest in a combination with Warner Bros.,” per the filing.

David Ellison and his teams at Paramount Skydance, together with their outside legal and financial advisory firms, worked over Thanksgiving to put together a more compelling offer to buy all of WBD — ultimately extending an all-cash offer of $30/share, with an equity value of $77.9 billion. Ellison even offered offered Zaslav a co-CEO and co-chairman role in a combined Paramount-Warner Bros. Discovery.

“It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets,” Ellison had texted Zaslav on Dec. 4, according to Paramount.

But the board of WBD rejected every proposal Ellison put forward, and on Friday, Dec. 5, the company announced a deal with Netflix to sell Warner Bros. studios and HBO Max in a deal with an equity value of $72 billion.

“Paramount made six proposals over 12 weeks to the Warner Bros. Board,” culminating in the all-cash offer of $30 per share on Dec. 4, according to the Paramount Skydance filing outlining the parameters of its WBD takeover efforts and the background to the negotiations. “The final proposal stated Paramount was ready to immediately sign the transaction, accompanied by fully executable agreements with fully committed debt financing and fully committed equity financing from the Ellison family. Despite these facts, the Warner Bros. Board and its advisors chose on that pivotal December 4th to make no effort to even speak with Paramount or its representatives about anything. Instead, the Warner Bros. Board, in possession of a $30 per share cash offer with a clearer and faster path to regulatory approval, committed Warner Bros. and its stockholders to an obviously financially inferior transaction” — the Netflix agreement — “with extraordinary regulatory risk and a longer timeline to a possible closing.”

Ellison, who felt the WBD board hadn’t treated him fairly, wasn’t done fighting to get his hands on the prize. On Monday, Paramount Skydance announced its intention to stage a hostile takeover bid for Warner Bros. Discovery. “We’re taking our offer directly to shareholders because they deserve transparency and the ability to make an informed decision,” Ellison told investors on a call. “Our proposal is superior to Netflix’s in every dimension, higher headline value, increased certainty in that value, greater regulatory certainty and a pro-Hollywood, pro-consumer and pro competition future. We’re confident that once shareholders have the opportunity to choose for themselves, they’ll choose Paramount.”

On Dec. 4, following Paramount’s submission of a $30/share offer to the WBD board, Ellison sent the following text to Zaslav: “Just tried calling you about new bid we have submitted. I heard you on all your concerns and believe we have addressed them in our new proposal. Please give me a call back when you can to discuss in detail.”

At approximately 4 p.m. ET on Dec. 4 — “having heard nothing all day,” per the Paramount filing — Ellison sent the following text to Zaslav: “Daivd [sic], I appreciate you’re underwater today so I wanted to send you a quick text. Please note when you next meet as a board we wanted to offer you a package that addressed all of the issues you discussed we [sic] me. Those were 1 we wanted to offer complete certainty 2 strong cash value 3 speed to close. Please note importantly we did not include ‘best and final’ in our bid. Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company. It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. If we have the privilege to work together you will see that my father and I are the people you had dinner with. We are always loyal and honorable to our partners and hope we have the opportunity to prove that to you. Best, David.”

Neither Zaslav nor any representative of WBD responded, according to Paramount. At approximately 11 p.m. ET on Dec. 4, news outlets (including Variety) began reporting that Warner Bros. had entered into an exclusivity agreement with Netflix.

As revealed in Paramount’s SEC filing, Warner Bros. Discovery and Paramount spent a lot of time fighting over the terms of a confidentiality agreement that would require “no contact with the Warner Bros. Board or any other person at Warner Bros. other than Mr. Zaslav, a requirement to seek permission before Paramount could engage with any debt or equity financing sources and a broad waiver of claims and challenges against Warner Bros. and its representatives relating to Warner Bros.’ sale process.”

WBD and Paramount also tussled over foreign financing, reflecting Warner Bros. Discovery’s desire to steer the deal away from review by the Committee on Foreign Investment in the United States, the U.S. government’s interagency body that reviews foreign investments in U.S. businesses potential national security risks.

According to Paramount’s deal terms to acquire WBD, the three Middle Eastern sovereign wealth funds (Saudi Arabia, Qatar and Abu Dhabi) and Jared Kushner’s Affinity Partners are backing the $30/share offer for Warner Bros. Discovery, along with Larry Ellison, RedBird Capital Partners. But the Arab wealth funds and Kushner’s Affinity “have agreed to forgo any governance rights — including board representation — associated with their non-voting equity investments.” As such, the deal would not require CFIUS review, according to Paramount. In addition, Chinese internet company Tencent, which had previously committed $1 billion toward the WBD takeover deal, is no longer a financing partner.

Meanwhile, before the Skydance-Paramount deal was reached in mid-2024, Warner Bros. Discovery and Shari Redstone’s Paramount Global talked about combinations in 2023 and 2024. As Variety has previously reported, Zaslav had met with Paramount’s then-CEO Bob Bakish in December 2023 to explore a possible WBD-Paramount merger. WBD and Paramount execs continued discussions through April of 2024 and the companies engaged in “mutual due diligence” — but Warner Bros. Discovery never submitted a formal bid for Paramount Global. “None of those discussions led to entry into any definitive agreement for a business combination,” the Paramount filing says.

Paramount’s SEC filing provided an extensive chronology of events documenting Ellison’s journey to try to land the WBD deal.

Following the Aug. 7 closing of the Paramount-Skydance merger, Paramount execs and members of the Paramount board “discussed industry dynamics, growth opportunities and the merits of an acquisition of Warner Bros. They determined that the industrial logic of a combination was compelling.” In light of Warner Bros.’ plan to break up the company — splitting into Warner Bros. studios and streaming and Discovery Global, housing CNN, TBS, HGTV and other cable networks — “Paramount concluded that time was of the essence to pursue a transaction,” according to the filing.

Here are key dates in the timeline:

Sept. 11: The Wall Street Journal and other outlets reported that Paramount was preparing an offer for Warner Bros. Discovery, and driving up WBD’s stock price “by nearly 30% from Warner Bros.’ closing stock price of $12.54 on September 10, 2025.”

Sept. 12: The Paramount board met and discussed the merits of a potential acquisition of Warner Bros, including the industrial logic of the combination. Following this discussion, the Paramount board “unanimously approved terms for a proposed offer to Warner Bros.”

Sept. 14: David Ellison met with Zaslav at Mr. Zaslav’s home in Beverly Hills. Ellison told Zaslav that “Paramount was prepared to make an offer to Warner Bros. for each outstanding Share for an implied value of $19.00 per Share, comprised of 60% in cash and 40% in shares of Paramount Class B Common Stock, representing a 52% premium to the Unaffected Warner Bros. Stock Price.” Ellison discussed the potential merits and synergies of a combination, and subsequently “delivered to Mr. Zaslav a letter containing Paramount’s proposal to combine Paramount with Warner Bros. upon such terms (the ‘September 14 Proposal’), which letter outlined the unique benefits of a Paramount–Warner Bros. combination and the significant immediate value that would be delivered to Warner Bros. stockholders.” The proposal stated that it was not subject to any financing condition, had committed debt financing and had a full equity backstop from Paramount’s principal equity holders.

Sept. 16: Larry Ellison, David Ellison’s father and Paramount’s largest stockholder, met virtually with Zaslav and John Malone, chairman emeritus of WBD, to discuss Paramount’s interest in a combination with Warner Bros.

Sept. 22: Without “further engagement between the companies, Mr. Ellison received a letter from Mr. Zaslav, stating that the Warner Bros. Board had unanimously concluded that the September 14 Proposal was inadequate and would not be in the best interests of Warner Bros. and its stockholders, and that the Warner Bros. Board and Warner Bros.’ management were committed to pursuing the Warner Bros. Separation.”

Sept. 27: The Paramount board met to discuss Warner Bros.’ rejection of the Sept. 14 proposal and contemplated how to improve upon the offer. Following this discussion, the Paramount board unanimously approved the terms of a revised proposal, to be shared with Warner Bros. in the coming days.

Sept. 30: Ellison delivered a letter containing Paramount’s improved offer to the Warner Bros. Discovery board to exchange each outstanding Share for an implied value of $22.00 per Share, comprised of 66.7% in cash and 33.3% in shares of Paramount Class B Common Stock, representing a 75% premium to the unaffected Warner Bros. stock price, a $3 increase from the Sept. 14 proposal. The new proposal noted Paramount’s commitment to litigate and take actions to achieve regulatory clearance for the transaction up to a “material adverse effect” standard, and offered a $2 billion regulatory reverse termination fee. Moreover, the letter offered Zaslav the roles of co-CEO and co-chairman of the board of directors of the combined company. The Sept. 30 proposal requested that the Warner Bros. Board provide a response by Oct. 6.

Oct. 7: Paramount board met to discuss the September 30 Improved Proposal, noting that Warner Bros. had not yet provided any feedback on the improved offer.

Oct. 8: Ellison received a letter from Zaslav stating that the Sept. 30 proposal “was inadequate and would not be in the best interests of Warner Bros. and its stockholders, and that the Warner Bros. Board was unanimously of the view that their plan for the Warner Bros. Separation was ‘far superior’ to Paramount’s proposal.”

Oct. 9 and Oct. 13: Members of the Paramount board met to discuss Warner Bros.’ rejection of the Sept. 30 proposal and contemplated how to further improve upon their offer. Following the Paramount board’s discussion at the Oct. 13 meeting, it unanimously approved the terms of a revised proposal. That same day, Ellison delivered a letter containing Paramount’s improved offer to the Warner Bros. board to exchange each outstanding share for an implied value of $23.50 per share, comprised of 80% in cash and 20% in shares of Paramount Class B Common Stock, a $1.50 increase from the Sept. 30 proposal. It maintained the prior regulatory commitments and raised the proposed regulatory reverse termination fee to $2.1 billion. The letter requested that the Warner Bros. board respond to the improved proposal by Oct. 15.

Oct. 21: Without further engagement with Paramount, Warner Bros. Discovery publicly announced that it had initiated a review of strategic alternatives to maximize shareholder value, in light of unsolicited interest it received from “multiple parties” for both the entire company and for Streaming & Studios. That same day, Ellison received a letter from Zaslav stating that the Warner Bros. board had unanimously concluded that Paramount’s Oct. 13 proposal was inadequate. The letter also stated that the Warner Bros. board was determined to explore a number of strategic alternatives through a formal bidding process. Later on Oct. 21, representatives of Allen & Co. and J.P. Morgan (financial advisers to Warner Bros.) spoke with representatives of Centerview Partners (financial adviser to Paramount) and explained that they expected this would be a multi-round bidding process with “a goal of signing a definitive agreement by year end.” That same evening, representatives of Paramount received a draft confidentiality agreement from representatives of Warner Bros. The confidentiality agreement contained, among other provisions, a two-year “standstill,” a provision requiring no contact with the Warner Bros. board or any other person at Warner Bros. other than Zaslav, a requirement to seek permission before Paramount could engage with any debt or equity financing sources and a broad waiver of claims and challenges against Warner Bros. and its representatives relating to Warner Bros.’ sale process.

Oct. 22: Representatives of Paramount sent a preliminary due diligence request list to representatives of Warner Bros., which included Paramount’s high-priority diligence items.

Oct. 24: Representatives of Cravath, Swaine & Moore, legal adviser to Paramount, provided a markup of the proposed confidentiality agreement to representatives of Debevoise & Plimpton and Wachtell, Lipton, Rosen & Katz, serving as legal advisers to Warner Bros. Among other changes, Cravath’s markup reduced the “standstill” to six months and provided for termination of such period in the event that, among other things, Warner Bros. abandoned its sale process and announced it would proceed with its previously planned separation, added a “most favored nations” clause with respect to the entry of any less favorable standstill provision with any other potential bidder, removed Warner Bros.’ veto right over engagement with financing sources, limited the scope of restrictions on contact with Warner Bros. personnel and eliminated the prohibition on legal challenges to Warner Bros. sales process and claims against Warner Bros. and its representatives.

Oct. 27: The representatives of Debevoise and Wachtell returned a markup of the confidentiality agreement to representatives of Cravath. Together with representatives of Latham & Watkins (an additional legal adviser) to Paramount, they discussed the confidentiality agreement on a call on Oct. 29. Among other things, the revised draft from Debevoise and Wachtell proposed a standstill period of 18 months with no “most favored nations” provision and no termination in the event of an announcement that Warner Bros. would abandon its sales process in favor of its previously planned separation, largely reinserted restrictions on financing sources and contact with Warner Bros. personnel, and reinserted the broad prohibition on legal challenges. The representatives of Paramount and Warner Bros. continued to exchange drafts of and comments to the confidentiality agreement through Nov. 3.

Nov. 5: A representative of Cravath sent an email to representatives of Allen & Co., Debevoise and Wachtell, summarizing Paramount’s key concerns with Warner Bros.’ proposed confidentiality agreement, including the requirement that Paramount pre-clear all of its financing sources and obtain Warner Bros. consent to such sources, noting that Paramount had been working on its proposals since September and it was difficult to ask Paramount to go backwards, and seeking a “most favored nations” provision to ensure parity on the “standstill” provisions with other parties in the process. That evening there was a conference call among the advisers to further discuss these matters.

Nov. 9: A representative of Cravath requested a further conversation with representatives of Debevoise and Wachtell to seek to finalize the confidentiality agreement.

Nov. 10: Paramount entered into a confidentiality agreement with Warner Bros., providing for, among other things, an 18-month “standstill” provision requiring Paramount to refrain from effecting an acquisition of the businesses of Warner Bros. or a tender offer, merger or other business combination involving Warner Bros., which provision would expire in the event that Warner Bros. entered into a definitive agreement with a third party for a business combination transaction. (This standstill provision terminated on Dec. 5 upon the announcement of the Netflix merger agreement.) Later on Nov. 10, representatives of Warner Bros. delivered to Paramount a process letter soliciting non-binding proposals in connection with the Warner Bros. review of strategic alternatives, which instructed that the proposal consist of an offer letter and a markup of a term sheet to be provided by Warner Bros., and was to be submitted to representatives of Warner Bros. on Nov. 20, 2025. Also on Nov. 10, representatives of Paramount received access from Warner Bros. to a virtual data room for purposes of due diligence.

Nov. 12: Representatives of Warner Bros. shared a term sheet for an acquisition of all of Warner Bros. with representatives of Paramount to be revised and submitted in connection with Paramount’s revised proposal.

Nov. 13: A management presentation by Warner Bros. management was conducted in Century City, California, with executive management teams from both WBD and Paramount in attendance. At the outset, Zaslav “noted that he would have preferred to pursue the Warner Bros. Separation rather than engaging in a sale process,” per the Paramount filing. The same day, representatives of Cravath and Latham met by videoconference with representatives of Covington & Burling, regulatory counsel to Warner Bros., and Fried Frank, Harris, Shriver & Jacobson, additional legal adviser to Warner Bros., to “discuss the procompetitive benefits and the antitrust analysis of the proposed transaction between Paramount and Warner Bros., and the likelihood of regulatory clearance.” Also on Nov. 13, CNBC’s David Faber interviewed John Malone, during which “Dr. John Malone lamented how Paramount ‘interrupted’ the Warner Bros. Separation and discussed the merits of Netflix as a bidder,” according to the Paramount filing. In CNBC’s recap of the interview, CNBC’s Sara Eisen questioned whether Zaslav was favoring a transaction with Netflix over competing bidders, stating that “it sound[ed] that way.”

Nov. 16: The Paramount board met and unanimously approved the formation of a special committee in connection with the equity financing from the Ellison family and RedBird that the board was contemplating in connection with its proposed acquisition of Warner Bros. The special committee later retained Cleary Gottlieb Steen & Hamilton to act as its independent legal adviser and Barclays Capital to act as its independent financial adviser, each in connection with the proposed equity financing.

Nov. 17: Ellison had lunch with Zaslav, during which Ellison “discussed the reasons why a combination of Paramount and Warner Bros. would produce a stronger media enterprise and market leader that could better compete with the streaming giants and ‘Big Tech’ to the benefit of producers, creators and talent.” Ellison also discussed “the complementary nature of Paramount’s and Warner Bros.’ businesses and that Paramount was confident that it would receive the required regulatory approval for the proposed transaction, offering a clear path to closing.”

Nov. 16 and 19: The Paramount board met to discuss Warner Bros.’ rejection of the Oct. 13 proposal and contemplated how to further improve upon their offer based on the limited feedback representatives of Paramount and its advisers had received from Warner Bros. to date. Following this discussion, at the Nov. 19 meeting, the Paramount board unanimously approved the terms of a revised proposal.

Nov. 20: Reps of Paramount submitted to Warner Bros. Paramount’s proposal to exchange each outstanding Share for an implied value of $25.50 per share, comprised of 85% in cash and 15% in shares of Paramount Class B Common Stock, a $2/share increase from the Oct. 13 proposal. This proposal stated it was not subject to any financing condition, included signed committed debt financing and promised equity commitments from certain affiliates and partners of Paramount in the amount of $34.5 billion in cash. The Nov. 20 proposal also noted that the Ellison family and RedBird were willing to underwrite the full equity funding requirements for the acquisition. It also provided for a $5 billion regulatory reverse termination fee payable to Warner Bros. and included further detail on Paramount’s “regulatory efforts” commitment to take actions to receive U.S. and non-U.S. antitrust and foreign investment approvals. The Nov. 12 term sheet also reiterated the offer that Zaslav become co-CEO and co-chairman of the combined company as well as a second seat on the combined company’s board of directors for a to-be-determined independent director from the Warner Bros. board.

Nov. 22: Representatives of Allen & Co. and JPM provided Centerview with feedback on Paramount’s Nov. 20 proposal including that the valuation was “not compelling given other proposals,” stating that the stock component was being discounted by the Warner Bros. board, requesting a “collar” or other value protection mechanism with respect to any stock component and stating that while the $5 billion regulatory reverse termination fee “had been very favorably received, the regulatory commitment (particularly the concept of an impact on the anticipated benefits of the transaction) created concern for Warner Bros., and seeking further clarity on the equity financing as well as Warner Bros. flexibility to refinance its own debt,” according to the Paramount filing. The WBD representatives also “noted that the sale process would accelerate from that point forward. The representatives stated that a form of merger agreement would be provided within the hour, with draft disclosure schedules to follow, and that a detailed markup of the merger agreement would be due on Wednesday, November 26, with a revised merger agreement due on Monday, December 1 (which bid also needed to include commitment papers for Paramount’s debt and equity).” The reps for Warner Bros. noted that a formal process letter would be forthcoming and, depending upon what proposals were received, a choice would be made by the Warner Bros. board as to whether the sale process would proceed with one or more than one party.

Nov. 22: Representatives of Warner Bros. sent a draft “clean team” agreement for Paramount’s review. That same day, Warner Bros. shared a draft merger agreement with Paramount through Warner Bros.’ virtual data room and, on Nov. 23, 2025, Warner Bros. similarly made available draft disclosure schedules to the merger agreement to Paramount.

Nov. 23: The Paramount board met to discuss the status of the process with Warner Bros.

Nov. 24: Following markups and a discussion regarding the clean team agreement between representatives of Cravath, Latham and Covington, Paramount and Warner Bros. reached agreement on the terms. That evening Larry Ellison and David Ellison had dinner with Zaslav, during which the three discussed, among other things, the strategic rationale of combining Paramount and Warner Bros. Both Larry Ellison and David Ellison reiterated Paramount’s ability to build a platform that was competitive with the highest performers in the industry, with Paramount’s proposed offer providing a clear path to regulatory approvals. “They also reiterated Paramount’s desire to continue working with Mr. Zaslav following the closing of the proposed transaction, providing context for the roles of co-CEO and co-Chairman offered to Mr. Zaslav in the November 20 Improved Proposal,” per the filing.

Nov. 25: At approximately 1:50 p.m. ET, a formal process letter was delivered by representatives of Warner Bros. to representatives of Paramount. It requested a written, binding proposal from Paramount, including markups of the draft merger agreement and disclosure schedules previously provided by Warner Bros. The process letter required Paramount to submit to Warner Bros. an initial draft markup of the merger agreement the following day, on Nov. 26, and to submit an initial draft markup of the disclosure schedules mid-day on Nov. 28 (the Friday after Thanksgiving). The letter stated that Warner Bros. intended to provide Paramount with feedback on each of such documents, prior to Dec. 1, when the revised markups were required to be submitted to representatives of Warner Bros. Late in the evening on that same day, approximately 1,400 documents were uploaded to the Warner Bros. virtual data room for Paramount’s review, and approximately 840 additional documents were uploaded in the following days leading up to the Dec. 1 deadline to submit the revised proposal. Also on Nov. 25, representatives of Latham, Debevoise and Covington met via videoconference to discuss whether any foreign investment into Paramount in connection with the equity financing for the transaction would require CFIUS regulatory approval.

Nov. 26: The Paramount board met to discuss the proposed terms of Paramount’s initial draft markup of the merger agreement. Following this discussion, the Paramount Board approved the submission of the draft markup to Warner Bros. Later that day, representatives of Paramount submitted an initial draft markup of the merger agreement to representatives of Warner Bros., consistent with Paramount’s markup of the Nov. 12 term sheet previously provided with the Nov. 20 proposal, reflecting certain adjustments responsive to the feedback provided by representatives of Warner Bros., including specifically a definition of “regulatory material adverse effect” that was limited to a materially adverse impact on the business, assets, financial condition or results of operations of Paramount and Warner Bros. taken as a whole, and a commitment to seek to obtain regulatory approvals as promptly as practicable rather than prior to the outside date. Consistent with the November 25 regulatory discussion, the acquisition of Warner Bros. was not conditioned on CFIUS clearance or FCC clearance. Alongside the merger agreement markup, representatives of Paramount also submitted draft equity financing documentation consisting of a form subscription agreement, equity commitment letter and limited guarantee.

Nov. 27: Warner Bros. shared a revised draft of the Warner Bros. disclosure schedules, a markup of which was required to be submitted to representatives of Warner Bros. the following day.

Nov. 28: Representatives submitted Paramount’s markup of the Warner Bros. disclosure schedules to representatives of Warner Bros., noting, among other things, that numerous documents referenced in the disclosure schedules had not been made available to Paramount. Prior to and following this submission, Paramount continued to request additional, customary due diligence materials, including certain high-priority diligence items.

Nov. 29: Representatives of Debevoise and Wachtell met via videoconference with representatives of Cravath and Latham for approximately one hour to provide oral feedback on Paramount’s initial markup of the merger agreement. The representatives of Warner Bros. indicated, among other things, that no markup would be provided by them, but that they were providing thoughts for Paramount to consider. The representatives of Debevoise and Wachtell noted that they were focused on understanding the identity and number of equity financing sources to Paramount and whether such funding sources would require Paramount to seek FCC or CFIUS clearance for the acquisition. Representatives of Cravath noted that neither FCC nor CFIUS were conditions in Paramount’s proposed merger agreement, as discussed on an earlier call with representatives of Warner Bros. and its advisors on November 25, 2025, and that filings would likely be made but approvals would not be conditions to the equity funding. The representatives of Debevoise and Wachtell also noted that rather than a single equity backstop from the Ellison family and RedBird, the equity financing documents contemplated separate but cross-conditioned funding commitments from the equity funding sources. In addition, they noted that it would be preferable for simplicity if the equity subscription agreement contained the provisions from the separate equity commitment letter for fewer documents. They also requested that the “clear skies” provisions relating to not acquiring or taking other actions that could delay approval of the proposed transaction be expanded to cover the Ellison family. Furthermore, they noted that with respect to Warner Bros.’ ability to refinance its debt during the pendency of a transaction, they required “flexibility” but provided no further guidance. They also noted the desire for the regulatory reverse termination fee to be payable upon an alleged breach of the regulatory efforts commitments, and they requested that the definition of “regulatory material adverse effect” use the word “effect” rather than “impact”, that certain changes be made to the no-shop provision and that the equity financing be available to fund a damages claim. With respect to the interim operating covenants applicable to Warner Bros., they stated that Warner Bros. wanted more flexibility in its actions between signing and closing; however, in response to a request from the representatives of Cravath for more specificity (including an offer of a call with principals to better understand Warner Bros.’ needs and wishes), the representatives of Debevoise and Wachtell said that they would not provide more detail on the nature of this flexibility—rather, Paramount and its representatives should simply consider and improve those provisions.

Nov. 30: Representatives of Paramount, Warner Bros., Covington, Fried Frank, Cravath and Latham met via videoconference to discuss the required antitrust approvals for the proposed transaction. Representatives of Paramount and Paramount’s legal advisors discussed the procompetitive benefits and antitrust analysis of the proposed transaction, presenting their view regarding the absence of antitrust and competition law risk for an acquisition of Warner Bros. by Paramount and noting that Paramount believed its offer provided significant regulatory certainty. Later that day, the Paramount board met to discuss Warner Bros.’ feedback on the November 20 Improved Proposal and contemplated how to further improve upon Paramount’s offer going forward. Following this discussion, the Paramount Board unanimously approved the terms of a revised proposal that Paramount would be prepared to enter into immediately.

Dec. 1: Representatives of Paramount submitted to Warner Bros. Paramount’s proposal to acquire each Share for an amount equal to $26.50 per share in an all-cash transaction, a $1 increase from the Nov. 20 proposal. The Dec. 1 proposal “fully responded to the expressed desire of representatives of Warner Bros. that Paramount eliminate the stock component of the bid.” The proposal stated: “Our Board of Directors has approved this Offer and we would be prepared to immediately enter into definitive agreements. We have included as annexes to this letter the Merger Agreement and Disclosure Schedule which we are prepared to execute.” The proposal included a revised markup of the merger agreement, which reflected much of the feedback conveyed orally by Warner Bros.’ representatives, including, among other things, (i) application of the “clear skies” provisions to the Ellison family, (ii) additional flexibility with respect to refinancing of Warner Bros. debt, and (iii) broader triggers for the payment of the $5 billion regulatory reverse termination fee by Paramount, which was fully backstopped by the Ellison family. The Dec. 1 Improved Proposal stated that neither FCC nor CFIUS approvals were conditions to Paramount’s merger agreement. Such proposal again reiterated the absence of any financing condition. It included signed debt commitment letters from the Debt Commitment Parties in the amount of $50 billion. It also included simplified documentation for Paramount’s equity financing and provided an allocation for such equity financing sources, which included an $11.8 billion commitment from the Ellison family, an aggregate $24 billion commitment from the three sovereign wealth funds from the Middle East, a $1 billion commitment from Tencent, and commitments from RedBird Capital Partners and Jared Kushner’s Affinity Partners. The Dec. 1 proposal stated: “All of our partners are prepared to execute subscription agreements containing equity commitments in the forms provided with our bid, concurrently with the signing of definitive agreements for the Merger.” It also said, “It is our sincere intention to embrace a ‘best-of-both’ approach to the combined company’s talent. At the direction of your advisors, we have not addressed in this Offer roles for WBD’s most senior management, including David Zaslav. We believe he is an important part of our future and look forward to addressing this topic before signing a Transaction.”

Dec. 3: Representatives of Paramount and its legal and financial advisors met with representatives of Warner Bros. and its legal and financial advisors, during which the representatives of Warner Bros. discussed Warner Bros.’ cable business, noting that Warner Bros. needed to have flexibility to pursue the debt refinancing between the signing and closing of Paramount’s proposed transaction.

Dec. 3: Zaslav called Ellison to say he was calling all bidders to communicate “specific concerns raised by the Warner Bros. Board and what they needed to do to improve their bids.” Zaslav then reviewed concerns around Paramount’s equity financing structure as well as Warner Bros.’ need for flexibility in debt refinancing. “Mr. Ellison thanked Mr. Zaslav for the call and said Paramount would revert.” That afternoon, in a virtual meeting that lasted 30 minutes, representatives of Debevoise and Wachtell informed representatives of Cravath and Latham that the Warner Bros. board viewed the lack of a full backstop from the Ellison family and RedBird negatively, including “in light of the cross-conditionality of the equity financing, despite the significant capitalization and credibility of the Sovereign Wealth Funds and other equity financing sources, and further that the presence of non-U.S. funding sources with governance rights, to the extent it could trigger CFIUS review of the equity financing, was a point of focus notwithstanding the absence of any financing condition in Paramount’s merger agreement.” They also expressed concern regarding Tencent as another non-U.S. equity financing source. They raised no other comments on Paramount’s equity financing papers. Such representatives also stated that Warner Bros. required more flexibility to refinance its indebtedness in its discretion, but both the financial and legal advisers to Warner Bros. were unwilling to engage in a discussion as to how that flexibility might be provided. The representatives of Wachtell and Debevoise noted that the Warner Bros. Board would be meeting periodically over the course of the next several days but otherwise declined to provide a timetable for next steps nor did they mention a full bid resubmission. The same day, a representative of Centerview called a representative of Allen & Co. to seek guidance as to what matters would be important to Warner Bros. in deciding which bidders would move forward in the sale process; as part of his response, the representative of Allen & Co. reiterated that “cash is king.” At the end of this call, the representative of Centerview informed the representative of Allen & Co. that Paramount would submit a revised proposal by 4 p.m. ET the next day. Later that same evening, Paramount determined of its own accord to submit the revised offer to Warner Bros. earlier than representatives of Centerview had previewed to Allen & Co. As such, representatives of Centerview called representatives of Allen & Co. and informed them that Paramount would instead be submitting a revised offer the following morning. And that same night, representatives of Quinn Emmanuel Urquhart & Sullivan, as counsel to Paramount, delivered to representatives of Warner Bros. including Mr. Zaslav, a letter citing the German newspaper Handelsblatt and a meeting between senior representatives of Warner Bros. and regulatory officials of the European Union seemingly suggesting discussion of concerns about Paramount as an acquirer of Warner Bros. “The Quinn Emmanuel letter raised concerns that the bidding process had been unfairly tilted to Netflix, requesting the letter be distributed to the Warner Bros. Board, and further requesting the formation of a committee of independent directors of the Warner Bros. Board to determine the outcome of the bidding process,” Paramount’s filing said.

Dec. 4: Early in the morning, a representative of Cravath reached out to representatives of Debevoise and Wachtell to ask if there were any other comments or issues that Paramount should be aware of as it finalized its revised offer. A representative of Wachtell responded that the “regulatory material adverse effect” definition should drop the references to business, assets, financial condition and results of operations, which “other bidders had agreed to”, and that the “clear skies” provision should be broadened. Such representative also said that Paramount should “lean in” on the interim operating covenants and other related provisions, despite Warner Bros. not having provided Paramount with any specific feedback on such provisions, let alone an actual markup of the merger agreement. Following this, the Paramount Board met and discussed Warner Bros. summary rejections of each of its proposals to date and how to further improve upon their offer. Following this discussion, the Paramount board unanimously approved the terms of a revised proposal.

Following the meeting of the Paramount board, Ellison sent the following text to Zaslav: “Just tried calling you about new bid we have submitted. I heard you on all your concerns and believe we have addressed them in our new proposal. Please give me a call back when you can to discuss in detail.”

At approximately 11 a.m. ET on Dec. 4, 2025, representatives of Paramount submitted to Warner Bros. Paramount’s proposal to acquire each share for 100% cash, in an amount equal to $30 per share, a $3.50 increase from the December 1 Improved Proposal. The December 4 Improved Proposal stated that Paramount was prepared to enter into the Paramount/Warner Bros. Merger Agreement immediately and included debt commitment papers countersigned by the Debt Commitment Parties and a revised markup of the Warner Bros. disclosure schedules, for which feedback from Warner Bros. had still not been provided.

The Dec. 4 offer “also included the Paramount/Warner Bros. Merger Agreement, which (i) reflected Paramount’s unilateral effort to scale back the representations and warranties of Warner Bros. despite not having received any specific comments from Warner Bros., (ii) offered a footnote to the interim operating covenants inviting any specific feedback or requests from Warner Bros., which had not been offered to date, (iii) further improved the definition of regulatory material adverse effect, exactly as had been requested in the earlier telephone call between Cravath and Wachtell, to be simply a material adverse effect on the combined company, (iv) added further flexibility for Warner Bros. to refinance its debt, and (v) changed the standard in the no-shop for a ‘superior proposal’ to delete references to financial superiority and taking into account likelihood of consummation.”

The Paramount filing continues, “Additionally, the Equity Financing Documents and the December 4 Improved Proposal contained the requested commitment by the Ellison family and RedBird to backstop the full amount of the equity financing, supported by The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the ‘Ellison Trust’). It also noted that the Sovereign Wealth Funds had agreed with Paramount to make certain changes to the former’s financing arrangements to provide Warner Bros. with the requested assurance regarding CFIUS, and that Tencent would no longer be an equity financing source. In effect, Paramount addressed every single material issue that it received specific feedback on, despite never receiving any written response from representatives of Wachtell or Debevoise on any of the transaction documents submitted.”

Dec. 5: Warner Bros. and Netflix issued a joint press release announcing they had entered into an agreement under which Netflix would acquire Warner Bros. studios, HBO and HBO Max for $27.75 per share, with a total equity value of $72 billion. Later that same day, the Paramount board met to discuss the announcement of the Netflix merger agreement and potential next steps.

“Over the course of December 5 and 6, 2025, various news outlets began reporting that the Warner Bros. Board believed that Paramount had not delivered a bid that offered financing certainty or that could be signed immediately and claiming that Paramount was still seeking to negotiate terms,” the Paramount filing said.

On Sunday, Dec. 7, 2025, members of the Paramount board met to discuss the company’s hostile takeover approach and unanimously approved proceeding with it.

On Dec. 8, 2025, Paramount Skydance commenced its tender offer for Warner Bros. Discovery, “delivering a request to Warner Bros. pursuant to the Exchange Act and issuing a press release regarding the commencement of the Offer.” Later that day, WBD publicly acknowledged receipt of the offer and said it will review the proposal and issue its decision within 10 business days; for now, the company said, the WBD board “is not modifying its recommendation with respect to the agreement with Netflix.”

New chief of America’s biggest auto exporter is set to face the challenge of keeping a business model built on globalization shielded from trade tensions

BMW BMW 0.29%increase; green up pointing triangle appointed Milan Nedeljković as its next chief, tapping a company veteran at a rocky time for the global auto industry.

The German company said Tuesday that the Serbian executive will become chairman of BMW’s management board—a role akin to chief executive officer in the U.S. —after its annual general meeting next May, succeeding Oliver Zipse.

Nedeljković will face the task of steering a business that thrived on globalization through a period of mounting geopolitical tensions, particularly between its two largest markets: the U.S. and China.

The growth of BMW’s production center in Spartanburg, S.C., has made it America’s top auto exporter. Last year the factory produced roughly 396,000 sport-utility vehicles, of which more than half were exported to the European Union, China and the U.K., among other markets.

Unlike most peers, it also owns the majority of its Chinese joint venture, BMW Brilliance. Zipse this year called BMW “one of our industry’s few true global players.”

Nedeljković joined BMW as a trainee in 1993 and has served as board member for production since 2019. In that role, he led a project with Nvidia to digitize the company’s factories, and was a key architect of BMW’s next generation of electric vehicles.

BMW production head has typically been a holding role for chiefs in waiting. Nedeljković will become the fourth leader in succession to make the same move.

The automaker’s management system is known for promoting insiders and eschewing drama in a well-oiled machine. BMW is controlled by the billionaire Quandt family, which owns roughly half the company and operates largely behind the scenes.

BMW’s business model, based on shipping goods between regions, came under pressure from President Trump’s tariffs earlier this year. In March, Zipse said the impact of new tariffs on the company’s annual profit could amount to more than $1 billion.

But a July deal between the White House and the EU included pledges to cut auto duties on both sides. The agreement positioned BMW as a relative winner in the trans-Atlantic trade war thanks to its U.S. export base, though the EU hasn’t yet implemented the change.

The highest tariffs BMW now pays are those imposed on the EVs it builds in China for the European market.

More recently, tensions between China and the West have taken the form of shortages of rare earths and Nexperia microchips, posing further challenges for automakers that rely heavily on the smooth operation of global supply chains.

“Being a global company is an advantage because it’s a natural protection,” said Zipse in September.

Nedeljković could spend much of his time focused on defending BMW against new Chinese rivals.

German brands have been steadily losing market share in China itself. In the first nine months of 2025, BMW sold roughly 465,000 vehicles in the country, 11% fewer than in the same period a year earlier. In October, the company cut its annual profit outlook citing weaker-than-expected sales in China, among other reasons.

Chinese EV brands such as BYD are increasingly taking market share in Europe too, though BMW’s European sales have been strong this year.

In September, BMW unveiled its new iX3 sport-utility vehicle, the first in a new generation of EVs that are designed in part to win back the Chinese market. The vehicle will reach the U.S. market next summer with a starting price of roughly $60,000 and an unusually long 400-mile range.

The iX3 has helped to revive hopes that Germany’s car industry can regain its reputation for innovation and pioneering technology after a period in which the U.S. and China have led critical developments in EVs and vehicle autonomy.

BMW’s stock, broadly unchanged Tuesday, is trading close to roughly 18-month highs. Investors are optimistic that the investment burden associated with its new EV generation has already peaked, with the fruits yet to come.

Marks one of the first big military procurements under Prime Minister Mark Carney after he pledged to accelerate military outlays

OTTAWA—MDA Space and Telesat TSAT 11.91%increase; green up pointing triangle have won a potentially lucrative multibillion-dollar contract from Canada to deliver military satellite communications capabilities as part of Ottawa’s renewed effort to ramp up defense spending and deter threats from Russia and China in the Arctic.

Shares in both MDA and Telesat rose sharply on the news, which marks one of the first big military procurements under Prime Minister Mark Carney after he pledged to accelerate military outlays to help protect the continent and placate longstanding concerns from U.S. officials and lawmakers about Canada’s defense capability.

Under the pact, MDA and Telesat will work toward deploying satellite communications in the Arctic—a project that Canadian government documents indicate could have a price tag of over 5 billion Canadian dollars, or the equivalent of $3.6 billion.

“These investments will do more than strengthen our security—they will grow our economy,” said David McGuinty, Canada’s defense minister. “Telesat and MDA Space are anchor Canadian companies, and we’re proud of them.”

McGuinty said the satellites, when deployed, will provide enhanced early-warning detection and allow the country’s armed forces to support surveillance operations and search-and-rescue efforts.

Shares in MDA, based in Brampton, Ontario, rose nearly 6% in trading Tuesday on the Toronto stock market, while shares in Telesat climbed by a bigger 8.5%.

At a press conference, Telesat chief executive Dan Goldberg said this deal marked a big milestone for the company, as well as for MDA. “This is something that has long been identified a long time ago here in Canada as an essential capability, and in all truth it languished until now.”

In the government’s 2025 budget plan, released last month, Canada pledged to spend roughly C$60 billion over the next five years to rearm and rebuild the country’s armed forces. The increase in outlays means Canada will meet this fiscal year its obligation under the North Atlantic Treaty Organization to spend at least 2% of gross domestic product on defense. Canada has also pledged to meet NATO’s new target to spend 5% of GDP on defense by 2035.

Carney and other Canadian officials, however, have said their priority is to ensure defense spending bolsters the country’s economy. To that end, Carney established a new defense investment agency, led by former Goldman Sachs banker Doug Guzman, that aims to consolidate the procurement process and link military procurement to domestic industrial benefits.

Canada’s failure to meet the 2% threshold drew the ire of U.S. officials, among them President Trump, and western allies. Carney’s decision to accelerate defense spending plans coincides with efforts by Ottawa to secure tariff relief from the U.S.

Military analysts have repeatedly warned that the radar and satellite-image capabilities in the Canadian Arctic require an upgrade, given Russia’s development of a new generation of long-range air- and sea-launched cruise missiles, and hypersonic missiles. China is also developing missiles.