Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?
replies(6):
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)
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...
The Hobbit for instance is a WB production, not Newline.
Apparently sometime shortly before they got the axe they paid Susanna Clarke a 7 figure sum to option Jonathan Strange and Mr Norrell. I don't know a whole lot about options but 7 figures sounds like about 8-16x what people usually do especially for a 3 year old book by an unknown author. IIRC, that's more than Andy Weir got for The Martian. And more than Lev Grossman is worth today, and he got five seasons out of three books.
That option expired unused and BBC One and Cuba Pictures made it into a very good miniseries. Does feel a bit like a pattern of financial exuberence.
Either way, this entertainment merger is going to get ugly. Consumers are absolutely going to get harmed either way with that clawback clause.
Plus, they already own all of the online media. The important bits, anyway.
You don’t have to be “harmed”, just do not pay them your money. Problem solved. If the prospect of not being “entertained” fills you with anxiety and frustration, maybe that’s something to reflect on.
Also Clarke has a chronic illness, which is preventing her from trying for another book of that caliber. That mountain of cash is probably keeping her very comfortable.
WB under Discovery was already becoming an also ran and more financial engineering than a real company.
https://www.npr.org/2025/12/03/nx-s1-5630076/the-press-corps...
Just in case you think this is just another liberal hit piece, let me repeat that Fox News refused to sign the agreement.
Food on the other hand, that's a real problem.
As for sequels, we are at a weird time in history. Due maybe in part just how prevalent media is and how easy (relatively) it is to create, we've been super-saturated in "like X but with Y" stories. We have dedicated websites mapping tropes. It's hard to come up with anything that hasn't been done a few million times. AI will probably accelerate that, and I can't say I know what comes next.
Maybe 3rd. Jedi is gorgeous but the script for everything past Jabba’s Palace is a mess. Doesn’t know what to do with all its characters, feels the need to have them all around anyway.
Arguably they promote a chilling effect around acquisitions, which does help competition: "don't try to buy something unless you're prepared to deal with a possible fallout" should result in fewer attempts at consolidating dominant positions.
I'd almost be tempted to posit that such a clause should become mandatory for deals over a certain threshold (e.g. $1bn), with amounts determined according to certain parameters.
I mean the franchise didnt get anything top tier apart from Aliens labirynth and the vP 2 game from.. 2001?
It also has weird "subversive" dialogue about sacrifice being bad that doesn't really fit what's happening in the movie itself where sacrifice of two characters saves the day. Which is "subversive" in the sense that a movie with dialogue saying "this is a shitty movie plot" is subversive.
It also rips off the ending of Return of the Jedi by killing the main bad guy so is "subversive" in that it trolls whoever was stuck making episode 9 without a functional villain.
This article is relating to Paramount's continued attempt to purchase WB despite Netflix announcing a deal with WB.
But not with things it does not. The numbers you quoted are not Paramount’s. (Though that is orthogonal to you being wrong on Warner owing Netflix a break-up fee if Paramount wins.)