Cravath Swaine & Moore and Latham & Watkins have scored roles advising Paramount Skydance in its $108.4bn hostile bid for Warner Bros Discovery (WBD).
The all-cash tender offer, sent directly to shareholders on Monday, was for the entire company and came just days after WBD announced it had agreed to sell its TV, film studios and streaming division to Netflix. However, that deal, which had an enterprise value of $82.7bn, did not include WBD’s traditional television assets, including the news network CNN and the Discovery channel.
The Cravath team advising Paramount includes firm leader Faiza Saeed and partners Daniel Cerqueira, Claudia Ricciardi, Alexander Greenberg and Minh Van Ngo, according to a securities filing. Earlier this year a Cravath team led by Saeed, Cerqueira and Ricciardi also advised the Paramount Special Committee on its $28bn merger with Skydance Media.
Meanwhile, the Latham team is led by partners Ian Nussbaum, Max Schleusener and Rick Offsay, global co-chair of the firm’s entertainment, sports and media practice. The trio also guided Skydance through its merger with Paramount and Paramount Skydance on its acquisition of The Free Press.
Paramount has offered $30 per share for WBD, topping the $27.75 the company agreed with Netflix and giving WBD a total enterprise value of $108.4bn, a major premium to its stock price.
Paramount had kicked off the bidding war for WBD with a series of unsolicited offers and has reportedly engaged Quinn Emanuel to call foul on how WBD conducted the sale process. On 3 December, lawyers from the firm sent a letter to WBD CEO David Zaslav that questioned the “fairness and adequacy” of the process and alleged favourable treatment to Netflix, according to CNBC.
Paramount claims its acquisition of the company would provide better value for shareholders and be much more likely to survive regulatory scrutiny than Netflix’s deal, which would be likely to face strong opposition in Europe and the US on antitrust grounds.
Skadden Arps Slate Meagher & Flom is guiding Netflix on the deal, with Debevoise & Plimpton and Wachtell Lipton Rosen & Katz across the table for WBD.
Meanwhile, a team from Cahill Gordon & Reindel, led by partners Josiah Slotnick, James Clark, Tristan Manley and Ted Lacey, is guiding the bridge agent and lead arrangers of the debt financing for Paramount’s bid.
Cleary Gottlieb Steen & Hamilton is advising a special committee of the Paramount board, according to a filing, with the team including partners Paul Shim, co-head of the Americas M&A group, and Kelsey Nussenfeld.
Covington & Burling and Fried Frank Harris Shriver & Jacobsen are acting as antitrust counsel to WBD in the deal; Bloomberg Law reported they will continue to advise the company as the battle to close one of the biggest media M&A deals of the decade continues.
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