Warner Bros. Discovery's board unanimously rejected Paramount's hostile takeover bid because the $30 offer is fundamentally inferior to Netflix's deal when accounting for massive costs and risks. Paramount would saddle WBD with over $50 billion in new debt in what amounts to the largest leveraged buyout in history, creating a junk-rated company with 7x leverage that could easily collapse during the 12-18 month closing period. The real value of Paramount's offer plummets to just $28.21 per share after factoring in the $2.8 billion Netflix termination fee, $1.5 billion debt exchange penalty and $350 million in extra interest costs that WBD shareholders would bear.
Paramount's $30 all-cash offer delivers superior value compared to Netflix's convoluted deal that's actually worth just $27.42 per share when accounting for Netflix's declining stock price and a Global Networks spinoff with zero equity value. Warner Bros. Discovery's board refuses to disclose basic financial information about how it valued the Netflix transaction or the debt mechanics, violating Delaware law requiring transparent shareholder disclosures. The board never genuinely engaged with Paramount's offer, holding few actual meetings before rushing into an inferior Netflix deal without ever negotiating terms or trading contract markups.
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