Paramount Gets Warner Bros. Discovery, But Netflix Comes Out a Winner

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What does Paramount's acquisition of Warner Bros. Discovery mean for Netflix?

Travis Hoium 0:05
Warner Brothers Discovery has a buyer again. Motley Fool Money starts now.
Jon Quast 0:25
Everybody needs money. That's why they call it money.
Lou Whiteman 0:30
The best things in life are free. But you can
Travis Hoium 0:36
From Fool Global Headquarters, this is Motley Fool Money. Welcome to Motley Fool Money. I'm Travis Hoy. I'm joined today by Lou Whiteman and John Quast. And guys, our plans were all thrown out the window last night when we found out that Netflix is apparently not going to be buying Warner Brothers Discovery. Paramount has swooped in again. John, what did we learn? And is this saga going to finally be over? Are we going to continue debating this for the next six months?
Unknown 1:04
Well, yeah, I think the saga is finally over. I think that Netflix shareholders should breathe a deep sigh of relief. I didn't like this deal from the start for Netflix. In my view, Netflix's business is humming along just fine. Why saddle itself with a mountain of debt to buy an asset that is inferior to itself? That simply didn't make sense for me. And I think that Netflix shareholders are coming out good here now that Paramount is the winner for the Warner Brothers assets.
Travis Hoium 1:38
Lou, let's go through some of these details. Paramount Skydance is gonna be paying $31 a share for Warner Brothers Discovery. The prior agreement was $27.75 per share from Netflix. That was cash. The difference between those two numbers is this spinoff of some cable assets that was an unknown value, but could be more than the delta there, $3.75. It could be worth less. Is this actually a better deal for Warner Brothers Discovery? It seems like we're increasing uncertainty with, does this deal actually close? We'll get to some of the huge weight that's hanging over this from a regulatory standpoint in a second. But just from a numbers standpoint, why does this make sense?
Unknown 2:29
You say that's uncertainty, but there was no certainty that the Netflix deal was going to close. I think probably, arguably, Paramount has an easier regulatory hurdle here than Netflix. Just because they're not as big? Right. Just because Netflix is a dominant player. There is more of a financing uncertainty just because Paramount is such a smaller company, but you do have some guarantees from the Ellison family for that. Any M&A has uncertainty. There is certainty in cash. If you kind of make the uncertainty of who closes for what reasons a wash, because they're both questions there, $31 in cash is $31 in cash that you can do whatever you want with. $27.50 and a stub, you can argue what that stub is worth.
Unknown 3:19
It could be worth zero, it could be worth a trillion dollars. It's obviously worth somewhere in the middle.

How did Netflix's stock react to the Warner Bros. Discovery acquisition news?

Unknown 3:24
But yeah, $31 in cash is cash. At the end of the day, almost always in these deals, cash is going to get valued higher in terms of a fairness opinion or trying to figure out what's what.
Travis Hoium 3:40
Lou, I also want your thoughts on some of these other details. There's the $31 per share in cash, but there's what's called, I'm reading from the press release here, a daily ticking fee equal to 25 cents per share per quarter beginning September 30th, 2026, as well as a $7 billion regulation or regulatory termination fee that would be payable if regulators block the deal from That seems like this deal could get really expensive. And by the way, Paramount Skydance is only about a $12 billion company today. So has Larry Ellison just swooped in and said, hey, I'll write a blank check as long as we get this out of the hands of Netflix?
Unknown 4:23
Yeah. Basically, it's fun to look at the relative size of these companies. Certainly, Netflix had a lot more they could do if they wanted to because of their relative size advantage. At the end of the day, if someone is willing to write big checks, that does even the playing field. I think the cleverness of Paramount here is, I think some of those sweeteners, that's what might have been hard for Netflix to match or match in a way that was financially viable for them. I think Netflix shareholders should be happy that Netflix isn't just going to say, all-in, whatever it takes. I do think, though, I trust this management team.

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