The 6 biggest reveals from WBD's filing on why it rejected Paramount

"WBD advised shareholders to dismiss Paramount's $30-per-share offer for the company and stick with Netflix's bid of $27.75 per share (for only its studios and streaming business). In a filing, WBD's board called Paramount's latest bid inadequate, with significant risks and costs imposed on shareholders compared to Netflix's bid, which it said offered superior value and more certainty. Some of the information in the filing has already been made public, but it revealed some juicy bits that haven't been reported."

"Right after WBD rejected one of multiple secret bids in September, David Ellison called Warner Bros. CEO David Zaslav to request that Zaslav meet with Larry Ellison. The conventional wisdom was that the Oracle cofounder's billions would prevail. In the end, that didn't happen. WBD expressed concern that the bid relied on a revocable trust, whose assets or liabilities were subject to change."

"We already knew Zaslav stood to make over $500 million from a Paramount deal, based mainly on his shares that would vest immediately after it closed ($567,712,631, to be exact, according to the filing). Zaslav told the WBD board that the Ellisons had "indicated to him that" if a deal went through, he would "receive a compensation package worth several hundred million dollars," per the filing. Zaslav responded that it "would be inappropriate to discuss any such arran"

Warner Bros. Discovery advised shareholders to dismiss Paramount's $30-per-share offer and favor Netflix's $27.75-per-share bid for its studios and streaming business. The board judged Paramount's proposal inadequate, asserting it would impose greater risks and costs on shareholders while Netflix's offer provided superior value and more certainty. David Ellison sought a meeting between Larry Ellison and CEO David Zaslav, but concerns arose about a revocable trust backing the Ellison bid. David Zaslav stood to receive more than $500 million if a Paramount deal closed, and the Ellisons indicated a substantial compensation package, which Zaslav said was inappropriate to discuss.

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