Warner Bros. Discovery remains “very open” to a deal with Paramount despite rejecting eight separate bids from David Ellison, board chairman Samuel A. Di Piazza Jr. told CNBC on Wednesday.
While acknowledging that Oracle co-founder Larry Ellison “stepped up to the table” with a personal guarantee, he pointed to other issues in Paramount’s latest bid, such as $2.8 billion in costs it would incur by abandoning its $83 billion deal with Netflix as well as other operating and debt refinancing restrictions in the Paramount offer that would damage WBD’s business.
He also questioned whether Paramount would look to back out of the deal if market conditions change over the next 18 months, noting the entire media sector is “under stress,” and pointed out that that the Ellisons ultimately didn’t raise the price tag in their latest bid.
“In our perspective, Netflix continues to be the superior offer, a clear path to closing and we believe protection for our shareholders,” Di Piazza Jr. concluded. “A deal is great. Closing is better.”
During the interview, Di Piazza Jr. also pushed back against criticism that WBD was just shifting the goal posts and looking for any reason to reject Paramount’s latest offer.
“That’s unfortunate, because that’s not the case. We would be very open to do a transaction with Paramount,” he said. “That’s nothing further from the truth. We have talked to them now since September. We’ve given them lots of input on what they needed to do to change. At the last minute, they went to $30. And then it was after the last minute that they guaranteed it.”
He also pushed back on comparisons being made between Discovery Global, which will be spun off from Warner Bros. in the third quarter of 2026 under the Netflix deal, and Versant, which made its debut on the Nasdaq on Monday after finalizing its separation from Comcast.
“With all due respect to CNBC and all due respect to Versant, which are both great brands and great companies, Versant is going through the natural transition from a cable-dominated shareholder base to a new shareholder base,” he said. “Discovery Global is different. It has a lot more scale.”
While acknowledging that Discovery Global will have a lot of debt, he argued that it can be discounted and bought back.
“There is long-tenured debt. It has more cash flow. It is a different company,” he added. “Now, what’s it worth? The market’s going to have to tell us.”
Looking ahead, shareholders are expected to vote on the Netflix-Warner Bros. deal in late spring or early summer.
In the meantime, Paramount is giving WBD shareholders until Jan. 21 at 5 p.m. ET to tender their shares, though that deadline can be extended. As of Dec. 19, less than 400,000 shares had been validly tendered and not withdrawn, though shareholders can do so at anytime before the deadline.
Without board approval, Paramount would need at least 90% of WBD’s outstanding shares for its tender offer to be successful. WBD has approximately 2.48 billion outstanding shares.
