Cravath, Swaine & Moore and Latham & Watkins are advising Paramount as the media conglomerate launches a $108.4bn hostile bid to acquire Warner Bros.
Also involved are Cleary, which is advising the special committee of the board of directors of Paramount Skydance in connection with the offer, and Cahill, which is acting as counsel to the bridge agent and the lead arrangers of the debt financing for the bid.
The bid sees Paramount offer $30 per share in cash to acquire all of the outstanding shares of Warner Bros Discovery (WBD), and calls on WBD shareholders to reject the $83bn takeover deal that WBD agreed with Netflix last week.
The Paramount offer is for the entirety of WBD, including the Global Networks segment, home to a raft of US cable and European free-to-air channels, including CNN, TNT Sports, and Discovery
Global Networks is not included in Netflix’s purchase offer.
The Cravath team is being led by presiding partner Faiza Saeed and fellow corporate partners Daniel Cerqueira and Claudia Ricciardi in New York.
Other partners on the firm’s team include Alexander Greenberg and Minh Van Ngo (M&A); Andrew Pitts and Daniel Haaren (capital markets); George Zobitz (banking); Lauren Angelilli and Andrew Davis (tax); Jonathan Katz (executive compensation and benefits); Sasha Rosenthal-Larrea (intellectual property); Andrew Finch and Noah Joshua Phillips (antitrust); Elad Roisman (regulatory); John White and Michael Arnold (corporate governance); and Matthew Morreale (environmental).
The Cleary team advising the special committee, meanwhile, includes Americas M&A co-lead Paul Shim and M&A partner Kelsey Nussenfeld, both in New York.
Finally, Cahill is fielding a team from New York, including corporate department co-chair Jim Clark, executive committee member and finance partner Joe Slotnick, strategic committee member and finance partner Ted Lacey, and finance partner Tristan Manley.
The press release announcing the bid states: ‘Paramount’s strategically and financially compelling offer to WBD shareholders provides a superior alternative to the Netflix transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.’
‘The Paramount offer for the entirety of WBD provides shareholders $18bn more in cash than the Netflix consideration. WBD’s Board of Directors recommendation of the Netflix transaction over Paramount’s offer is based on an illusory prospective valuation of Global Networks that is unsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.’
Skadden has been advising Netflix on its bid, which values WBD at $27.75 per share, with a team led by M&A partners Kenton King and Sonia Nijjar fom the Palo Alto office and Lauren Kramer in New York.
Debevoise & Plimpton and Wachtell Lipton Rosen & Katz have been acting as legal counsel to WBD.
On the Paramount bid, Centerview Partners and RedBird Advisors are acting as lead financial advisers to Paramount, while Bank of America Securities, Citi and M. Klein & Company are also acting as financial advisers.
