If the vote looks close, Paramount would be expected to raise their bid to cover that cost.
[1] https://www.sec.gov/Archives/edgar/data/1065280/000119312525... 8.3(a)
Either way, this entertainment merger is going to get ugly. Consumers are absolutely going to get harmed either way with that clawback clause.
Warner bros is being divided into the cable TV stations + discover channel stations and the movie studio and the backlog is separate.
Netflix wants the movie studio + tv back catalog
No.
Paramount has nothing to do with these numbers, which both come from the Plan of Merger among Netflix, Warner and others [1].
Paramount's bid constitutes an Acquisition Proposal under § 6.2(c). It is a "proposal, offer or indication of interest" from Paramount, a party who is not "Buyer and its Affiliates," which "is structured to result in such Person or group of Persons (or their stockholders), directly or indirectly, acquiring beneficial ownership of 20% or more of the Company’s consolidated total assets."
Given it "is publicly proposed" after the date of the Plan of Merger and "prior to the Company Stockholder Meeting," it is a Company Qualifying Transaction (8.3(D)(x)).
If 8.3(D)(y) is then satisfied (a condition I got bored jumping around to pin down–if thar be dragons, they be here) and Warner consummates the Company Qualifying Transaction or "enters into a definitive agreement providing for" it (8.3(a)(D)(z)(2), the Buyer can terminate the Plan of Merger under 8.1(b)(iii). That, in turn, triggers the Company Termination Fee of $2.8bn, which is separate from the Regulatory Termination Fee of $5.8bn Netflix would have to pay Warner if other shit happened.
[1] https://www.sec.gov/Archives/edgar/data/1065280/000119312525...
From everything I've seen he's basically an ideologue, and has already re-structured CBS to align with his vision.
Just something that seems very out in the open yet kind of pushed off to the side.
> How the Ellison Empire is Killing America’s Democratic Media
The only interesting thing about David Ellison is that his politics are different (slightly to the center) from his father. That's uncommon in those circles.
This thread is using it as an opportunity to scream about Trump, but Democrats will be all in on this. They have the same funders and the same interests. The NYT is the outlet that legitimized Weiss in the first place, a woman whose only previous interest was claiming that Palestinians were harassing her on college campuses by being there, and trying her best to get them expelled and fired. The Democrats were no opposition to the genocide; it began under their watch, they fully funded and shielded it, and they happily rounded up protesters. They'll be overjoyed to accept Ellison attention and Ellison cash.
I told all of you not to buy Oracle. Awful company, awful people, awful product.
"Only we have sufficiently greased the current government to get this deal done"
https://www.cnbc.com/2025/11/25/trump-pushed-paramount-reviv...
The wild move for Ellison would be to bid for one of Trump’s crypto projects if the shareholder vote looks like it could fail.
[1] https://news.bloomberglaw.com/litigation/netflixs-sarandos-w...
https://deadline.com/2025/12/trump-paramount-60-minutes-davi...
Also some say it’s “flawed democracy”, IMHO - for last ~3 decades (or even more) it’s just a charade of democracy. Probably soon you won’t even have that.
First-past-the-post two party system, bizarre primary elections, electoral college, land votes instead of people (how many senators are from california and how many from wyoming, they also say it’s “to balance the tyranny of majority”), abhorrent and disgusting gerrymandering (so states could also force tyranny of the minority in congress too :) ), voter suppression (voting on Tuesdays, employers can control if you can go vote that day, voting booth count is getting smaller, voter registration shenanigans in marginalised communities), etc.
Any country that has only ever really been able to choose one of two political parties who both represent the interests of wealthy elites above all else can't really call itself a "Democracy."
"It can't happen here", said the arrogant American...
His kids are nepobabies that each run their own media company. His son is running Paramount, and his daughter has Annapurna.
My man, you don't have to mince words here. This hostile bid is backed by Jared Kushner, who is the President's son in law. One Rich Asshole owns Paramount, and is most certainly supporting the bid here.
This deal would also leave CNN in a very vulnerable position (they are owned by WB), which is exactly what Trump wants.
Do you mean primaries? Runoffs are a thing in some elections in the US, but not a thing that would start in spring for the congressional midterms.
He's trying to shakedown Netflix to pay fealty.
Adding Link: https://www.bbc.com/news/articles/cn815egjqjpo
> He's trying to shakedown Netflix to pay fealty.
I am not a supporter of most things this admin is doing, but also wouldn't be too sure on this one. I found it interestingly odd that out of nowhere he makes a comment on the deal after attending an event dealing with celebrating music and film. A regular shakedown would have happened before the deal when he met with the Netflix CEO recently, which the added link article mentions and was a person who Trump liked.
And now we see the Paramount thing that leads me to think it fits more with the suggestion that he takes the side of the last person he speaks with, which was probably someone at the same event on the paramount side.
I wouldn't rule out that he now plays them against each other in order to get something from it, but don't think it was the original reason for helping to throw a wrench into it
"Affinity Partners, the private equity firm led by Jared Kushner, is part of Paramount's hostile takeover bid for Warner Bros Discovery, according to a regulatory filing."
https://www.axios.com/2025/12/08/jared-kushner-paramount-war...
We're not even gonna get a good investigative journalism podcast about the corruption because it's just right there in front of you. There's not much to uncover.
https://news.ycombinator.com/item?id=46048351 ("Larry Ellison Met with Trump to Discuss Which CNN Reporters They Plan to Fire (techdirt.com)")
Viewing this acquisition in terms of simple revenue alone is like positing Musk bought Twitter for its ad revenue. Total information control is priceless.
(In case anyone hasn't kept up with the plutocratic oligarchy in the US: Oracle's Larry Ellison currently owns Paramount (since July 2024), and Warner Bros. Entertainment owns CNN. This isn't explained in the CNBC OP: David Ellison is Larry's son and the token CEO).
Now maybe nothing matters. But conflicts of interest will come up in those cases. Trump doesn't win _everything_. Trump wins at places where the Supreme Court is using him for their own project of reworking the constitutional order. Basically Trump shoots up a volley with some absolutely batshit PoV, they interpret the topic in some saner (still crazy) right wing legal idea. And the Supreme Court fast track's these cases about executive power.
This case would be State AGs having independent standing to challenge major M&A.
It will drag things out at a minimum, in a way the Supreme Court's rapid resolution of executive branch cases is not dragged out.
Are you betting on the content conglomerate bidding tens of billions, or the nepo baby LBO shop wearing the corpse of a movie studio as a salmon hat to spur copyright reform?
I think there is a better chance of the state collapsing than there is of seeing meaningful IP reform
we'll see meaningful copyright reform and sanity in our lifetime.
It seems the main thrust of the pitch is "we're friends with Trump therefore more likely to win approval" which is so deeply gross but also probably persuasive to many. Jared Kushner is involved in the Paramount bid so you know they're greasing the right wheels.
Netflix is the largest streaming service in the country right now. It is 4x larger than Paramount+ in terms of total subscribers. Netflix acquiring Warner Brothers is naturally going to receive more scrutiny for this reason alone.
Hostile takeovers hit their zenith "in the 1980s" [1], when about 50% of attempts succeeded [2].
Since then, Delaware courts have become more Board friendly (specifically, friendly to takeover defences), antitrust made "it more difficult for companies with large market shares to acquire competitors without some level of cooperation from the target company," and stocks became more expensive [1]. (I'm struggling to find recent literature on frequencies.)
Compared to the 1980s and pre-Covid hostile takeover zenith, stocks remain expensive. But money is chaper, particularly for the politically connected. Antitrust is a wild card. And Warner has reduced takeover defences given it's already in the market for a sale (Revlon duties).
So...somewhere below 50%?
[1] https://corpgov.law.harvard.edu/2020/11/08/the-comeback-of-h...
[2] https://faculty.fiu.edu/~daiglerr/pdf/hostile_takeovers.pdf
> It seems the main thrust of the pitch is "we're friends with Trump therefore more likely to win approval"
It seems to me that the main thrust of the pitch is more money.
Those people are mostly gone now. Our society used to elevate people like that, but it just doesn't now.
It's up to us not to forget, and to vote accordingly, and to call BS when we see it.
Otherwise we lose our democracy.
too many people are too comfortable - both with not voting, but also to vote blindly.
> we lose our democracy.
it's half-way into the grave imho.
Trump exposed what looks great on paper (checks and balances) as being worthless if you're willing to break all conventions, use the government as a tool against your political enemies, and have a strong enough political base to beat the Senate (ultimately the only ones with the power to stop you) into submission.
What all of this really exposed is that laws and constraints don't mean anything if there's no actual way to enforce them at the highest level.
The latter leaves behind “sports and news television brands around the world including CNN, TNT Sports in the U.S., and Discovery, top free-to-air channels across Europe, and digital products such as the profitable Discovery+ streaming service and Bleacher Report (B/R)” [3]. (Paramount is effectively bidding $5.9bn for these assets.)
Note that Zaslav, Warner’s CEO, is a prominent donor to Democrats [4], as is Reed Hastings, Netflix’s co-founder [5]. (Ted Sarandos, Netflix’s co-CEO with Greg Peters, is mixed, leaning Dem [6]. No clue on the latter.) Ellison is a staunch Trump ally. The partisan tinge will be difficult to ignore.
[1] https://www.wsj.com/business/media/paramount-makes-hostile-t...
[2] https://about.netflix.com/en/news/netflix-to-acquire-warner-...
[3] https://www.wbd.com/news/warner-bros-discovery-separate-two-...
[4] https://www.opensecrets.org/donor-lookup/results?name=david+...
[5] https://www.nytimes.com/2024/07/03/us/politics/reed-hastings...
[6] https://www.opensecrets.org/donor-lookup/results?name=Ted+Sa...
[1] https://www.dictionary.com/e/slang/reindeer-games
[2] predb.me
It would be a lot nicer if I could see a social network of torrenters and locate the market leader — the most popular with the best rips or most friends or something like that.
It feels like Altavista when I really wanted Google.
Use literally any torrent indexer (I use 1337x) and you'll be able to see # of seeders/leechers to determine popularity.
What professional media companies create and promote gets less and less relevant every year. The content served by Meta/ByteDance/Alphabet’s computers and other online sources get more and more relevant.
(1)https://www.cnbc.com/2025/12/08/trump-netflix-wbd-paramount.... (2)https://www.techradar.com/streaming/netflix/trump-says-the-b...
People get extremely angry when Magic The Gathering charges more money, for more exclusive products, in more frequently occurring releases. Rage, grief, and sorrow over an aspect of your life that you allow a singular company to control. It doesn’t have to be this way. You can walk away , and find more fulfilling activities that you control.
This is what the kids call “touching grass”.
At this point I don’t watch TV, I don’t watch movies, I don’t play Magic The Gathering, I only play video games over 10 years old.
As I have gotten older I see now that this entertainment is junk food that replaces real satisfaction and accomplishment in life. Humans now more than ever have the opportunity to learn and do anything, but instead they spend it squandered on a shadow of real life.
A bit too condescending if you ask me. People are free to choose to spend time on things they find entertaining and that has no bearing on whether you find it "junk food" or whether the company producing the entertainment is trying to squeeze every penny they can out of it.
I'm building a Steam library for my retirement.
I quit gaming when I had kids, and currently play tennis and do inline skating as my regular active hobbies (which, I believe, count as touching grass), with gaming as my injury / infirmity backup.
For some people, they may their particular hobby/form of entertainment a core part of their identity. So walking away feels a huge indictment of themselves in particular. It can be hard for people to find something else to "pivot" their identity to in many cases.
(Apple TV is nearly as bad at theatrical runs as Netflix, though admittedly some of Apple's biggest "mistakes" are in presenting things beyond Oscar-bait such as Argyle that "box office flopped", but yet it is far better for physical theaters that they tried and as a fan of physical theaters I want to keep seeing them trying.)
I doubt that Netflix is going to take all of its content out of the video on demand/pay once markets like iTunes. Disney hasn’t.
Disney and WB are part of the MovieAnywhere consortium where you can buy content from iTunes, Amazon Prime, Google, Vudu etc and it automatically shows up in the other libraries
Amazon took MGM, maybe netflix can take over paramount after it takes over warner bros?
I know people have strong opinions on this, but both from studios like warner and netflix, their quality has been subpar, i don't think this will change much in terms of risk taking. There used to be lots of more flops but lots of really good blockbusters as well. Now there are a lot less of both, it is profitable but enshittified.
(Arguably, Skydance's ideas for Paramount are too similar to the weird Paramount and CBS divorce era, that I find it hard to believe Skydance is less wrong of a steward for Paramount than Paramount was before the consolidation. But a lot of that opinion comes from bias as a Star Trek fan and Skydance's approach seems to return to the semi-broken idea that Star Trek seems to be better as a film franchise than a TV franchise.)
Skydance owning both Paramount and Warner Brothers might be very concerning in terms of IP consolidation alone.
It's one of the Ellison family's forays into media. David's sister/Larry's daughter Megan has Annapurna. Annapurna produced the Spike Jonze's AI romance "Her" and many of the the most prominent indie games of the last decade (Outer Wilds, Cocoon, Stray, Kentucky Route Zero, Sayonara Wild Hearts, Journey, Donut Country…).
Paramount's multi-year sale process deserves an HBO miniseries. But at this point, it's a de facto LBO platform for the Ellisons.
It works for one person on the short term but erodes society and all future opportunity.
Ecosystems are what built SV dispute a few selfish monopolistic pricks.
From my observations, SV just had good marketing and PR during the 2000s - 2010s.
Malcolm Harris wrote a book “Palo Alto” about how this culture took root in SV long before it was called Silicon Valley: https://www.theguardian.com/books/2023/may/10/palo-alto-book...
Honestly would rather have the Warner Bros content over there than on Netflix.
It frequently crashes after displaying ads, forcing me to re-open the app and watch ads again.
When watching ads does succeed (all 3 minutes of them…) and playback of my show begins, it shows the enormous pause button, the giant fade-to-black bars at the top and bottom of the screen, and covers up the subtitles, as though I had pressed ‘Play’.
And trying to pause requires you to press the pause button TWICE.
I tried to play a series, but instead of starting from the last-played episode + 1, it always plays the most recent episode since it’s a rewatch. This happened every time until I got caught up.
So I strongly disagree. If only to be able to watch all of this content without all of frustrating design flaws.
EDIT: They also end each episode with 2-3 minutes of ads. So you had to exit the show, then re-enter to not get hit with two ad breaks in a row.
My parents pay over $300/mo for an Xfinity bundle. It includes everything (phone, internet, and all streaming services on one bill)
The paramount+ app on the Xfinity box took TEN MINUTES to load a show. This is after crashing three times back to the logo.
Xfinity warns that it’s a 3P app and they aren’t responsible for it but it should be criminal to take the money and subject elderly people to this under spec hardware. Even live sports will pause and stutter.
And why are you not paying for ad free streaming?
I mean, the way things are going, it's unlikely in both the cases. But I would get more time to collect everything I want by then with Paramount. Also, under Paramount WB Archive would be in the spotlight far more than under Netflix.
I don’t think they want the film division but the vast number of cable channels that Discovery owns. Giving them a rather large control of the American mind share.
The second best outcome would be the cartoon villain Larry not getting what he wants.
That's a weird way to write "and for us to go back to owning copies of movies instead of just renting them."
Meet the new boss…
>> how hard they try to push an agenda…
Are you talking about a political agenda? What kind of Netflix shows have any kind of political agenda?
Now that we have the Ellison, I don't know anymore. His daughter is excellent, but with a different studio. His son has no idea. Maybe it's good, maybe it's bad. We'll see.
My European colleagues are mostly worried about more MAGA nonsense in the media with the Ellisons