The most vexing obstacle for David Ellison and Paramount‘s planned acquisition of Warner Bros Discovery looks to be David Zaslav – though probably
The most vexing obstacle for David Ellison and Paramount‘s planned acquisition of Warner Bros Discovery looks to be David Zaslav – though probably not for long.
As of now, Zaslav is moving ahead with a somewhat-still-fuzzy plan unveiled this past summer to split WBD in half by next spring to free the studio and streaming of several billion in debt and freefalling cable assets. At the same time, word on the Burbank streets is that Netflix or Amazon could be looking to add some DC or GoT to their balance sheets.
“David’s a dealmaker, that’s who he is,” a streaming exec asserts, putting emphasis on enhanced shareholder value as Zaslav’s endgame. “He’s always gauging the possibilities and getting the best value, and that is what I think he is doing here. Whether it works or not, who can say right now?”
Zaslav has reportedly engaged Goldman Sachs to gauge buyer interest and is valuing the company’s studios and streaming units at more than $30 per share, a premium to the $22-$24 range floated by Ellison’s camp. On the other side of town, Paramount Skydance CEO Ellison, who of course is the son of Oracle overlord Larry Ellison, is in discussions with Apollo and other private-equity investors to join a potential $60 billion offer.
Paramount Skydance CEO David Ellison speaks at the Bloomberg Screentime conference in Los Angeles
Patrick T. Fallon/ Getty Images
But what will the deep-pocketed Ellisons find if and when they take the reins? One thing, studio and Century City sources tell Deadline, is that having received the regulatory green lightweight from the Trump administration to close Skydance-Paramount created something of a template for future deals. The well-connected Ellison regime anticipates it could seal a deal with the feds for the whole WBD enchilada in less than six months Stateside and within nine months in Europe and the UK – money music to shareholders’ ears.
With that, the Skydance founder and gang may have reasons for concern, industry insiders and Wall Street watchers say, and a case to press for less — not the least being the timeline of the split. Zaslav recently set an April frame for the division of WBD into Warner Bros. and Discovery Global.
Yet a spring split sounds positive to some. It would also back into a June 2026 annual shareholder meeting that could be abrasive if the split isn’t accomplished by then or pushed out.
“I think if you just look at David Zaslav’s performance, he’s pretty much failed shareholders every step of the way, right?” says an insider. “Servicing debt and bad decisions eroded billions and billions in market cap since Discovery basically took over Warner Bros. three years ago.”
Says one East Coast banker with deep Hollywood ties who is wary of the upside of a WBD split: “My perspective is, they break up the company and they figure out how to get some more equity into it. Even then, their performance will lead to a bad balance sheet over time again.”
Yet, as Team Ellison circles, the quick-footed WBD CEO supposedly has attracted the interest of Amazon and Netflix as potential buyers – or at least that’s the word on Warner Boulevard. However, off the lot, there’s skepticism that either the House of Bezos or the Ted Sarandos and Greg Peters-run streamer are truly interested.
“Amazon got stung by buying MGM with little to show for it, and the FTC just made them pay up a $2.5 billion civil penalty,” one studio (not Paramount) source says. “Buying Warner Bros any time soon doesn’t fit with their M.O.” Amazon did not respond to Deadline’s request for comment on a possible WBD purchase or interest.
Contacted by Deadline, Netflix shut down speculation by referring to co-CEO Peters’ blunt remarks on the subject earlier this week: “We come from a deep heritage of being builders rather than buyers,” Peters said Wednesday at the Bloomberg Screentime conference in Los Angeles. “One should have a reasonable amount of skepticism around big media mergers. They don’t have an amazing track record over time.”
Netflix Co-CEO Greg Peters at the Bloomberg Screentime conference
Patrick T. Fallon/ Getty Images
On stage at the conference yesterday, Ellison declined to comment on a WBD buy. Paramount did not respond to a request for comment from Deadline on a possible purchase. Neither did WBD.
It seems that unless a presently unidentified proxy investor group or K-pop billionaire jumps in at the eleventh hour, the Melrose lot-based Ellison is the only one openly(ish) looking at buying Burbank’s debt-laden WBD one way or another.
“In the deal business, you’ve got to see where the leverage is with the potential buyer and the potential seller — that always depends on the performance of the company in hand,” a Wall Street source tells Deadline regarding the realities of what is ahead for Paramount and WBD.
“When you have the kind of performance that Zaslav has had, he doesn’t have a lot of options,” the moneyman adds. “Number one: it’s all boxed in. Number two: there are not a lot of companies that want to buy declining assets. Number three: shareholders, therefore, will be much more focused on certainty than on some fiction of fake buyers and corporate splits.”
The separation would follow years of retooling after Discovery’s rocky $43 billion merger with WarnerMedia. That was a much smaller company buying a much bigger one, resulting in about $50 billion in debt. Shareholders like the split plan, but they may like a hefty cash buyout better.
David Zaslav
Rodin Eckenroth/WireImage
How much a pre-split Warner Bros Discovery is really worth is a question under debate among the town’s openly cash-infused player Paramount and its almost certain acquisition target. While specifics are fluid, no surprise Paramount and Ellison have arrived at a figure of around $60 billion, while WBD and Zaslav have another, higher one.
“Zas is playing the odds to get the best deal he can on his timeline with the biggest bidder in hand,” an industry insier told Deadline, viewing the split as a Hail Mary, but one with a good chance of success.
Even with a pre-pandemic box office level of $4 billion this year so far for the Michael De Luca- and Pam Abdy-led movie studio, Zaslav and CFO Gunnar Widenfels have had to pare and pare to pay down debt. In June, the debt load stood at $35.6 billion.
In quarter after quarter, many missing targets, Zaslav and Weidenfels expressed surprise at just how bad things were at Warners once they got a good look under the hood; they said that hadn’t really been possible until the deal formally closed in April 2022. Among the challenges they found: HBO worked in silos and was overstaffed, streaming was bleeding cash and there was superhero fatigue. WBD took a series of substantial write-downs for content, a huge one for cable, lost the NBA, created chaos at the viewer-bleeding CNN and flip-flopped over and over DTC branding of HBO and Max.
Yes, even with the fact that WBD no longer offers forward-looking guidance in earnings reports, the company outlook is better, in relative terms – and hoping for a further lift if one becomes two. The split has been a tonic for the company’s stock, boosting it past $17 a share, up from the spring doldrums below $8, but it is has languished at a fraction of the level where it started in April 2022.
Lifted from Comcast’s playbook, the idea of the split – aside from whether it ever actually happens – provided a jolt. The company is taking streaming international and is having a great 2025 box office run with A Minecraft Movie, Sinners, Weapons, the Superman revival and the latest installments of Final Destination and The Conjuring turned around the studio’s fortunes and those of the just re-upped De Luca and Abdy.
Yet, debt – which was also an albatross during the years when AT&T owned WarnerMedia – is hampering investment.
A “restructuring in June took about $3 billion off their debt, but they also have a $17 billion bridge loan, which is syndicated across Wall Street banks, which had not yet been refinanced,” a well-placed finance chief told us of the math and risk. “That’s one of the critical reasons why they can’t spin off the company yet with the cable properties and studio. Two is, as part of their debt plan, they have to monetize 20% of one of the spin companies, which is studios and streaming, which they expect to have a high value. If they don’t get the value when they spend, they’ll still be over leveraged in the cable company. It all fraught with risk.”
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