December 10, 2025 • 30 mins
It’s the "final battle for the soul of Hollywood." In this breaking episode, we bring back Stephen Barnett to break down the Netflix vs. Paramount war for Warner Bros. Discovery (WBD).
Stephen breaks this deal down like a Hollywood movie script—literally. We cover the Backstory (Zaslav’s failure), the Cast of Characters (from "nepo-baby" David Ellison in his Ferrari to the "anti-hero" David Zaslav), and the Plot Twist where Paramount gets "ghosted" on a Thursday only to launch a hostile counter-attack.
We also dive into the "Monopsony" risk that has writers terrified, the "Whirling Dervish" factor of a Trump presidency, and why this deal proves that if you aren't a $500bn tech giant, you're just prey.
(00:00) Stephen Barnett Returns
(01:59) Battle for the Keys to the Kingdom
(04:09) Backstory: Why WBD Ripped 160%
(06:12) "Anti-Hero" Zaslav & "Nepo Baby" Ellison
(10:30) The Plot: "Begging" Texts & Being Ghosted
(16:17) The Role of Bankers
(18:47) "Black Box" Fear: Advertisers vs. Netflix
(21:30) The Trump Factor in M&A
(23:15) Monopoly vs. Monopsony
(27:47) Conclusion: Why a Big Tech Win is Scary
Mark as Played
Transcript
Episode Transcript
Available transcripts are automatically generated. Complete accuracy is not guaranteed.
(00:00):
Welcome back to the Market Makerpodcast.
And we've got a bit of a breaking episode.
And whenever there's a breaking one, I think I've only had maybe
one or two throughout the year because it kind of breaks our
format on the show. And I thought when you've got a
situation like this, you've got a streaming Wars finale with
Netflix versus Paramount, who you're going to call, you're
(00:22):
going to call Stephen Barnett. Stephen Barnett, All
Ghostbusters, One of the two. David Barnett is back folks, by
popular demand and managed to twist his arm this morning.
Not just one, but two episodes. He's going to do a little bit of
a mini deep dive. Just as I said, I've had so many
(00:42):
questions. I've just seen the media go
absolutely parabolic on this story.
It's insane. I mean, it's such a, it's such
an interesting 1. You just couldn't write this
sort of story at the end of the year.
So Stephen, great to have you you back and yeah, how have you
been first? Yeah, thank you so much.
And it's really good to be here.I reckon it was probably 5 or 6
(01:03):
months since I last did a Deal room podcast and here I am on
the Market Maker podcast. But you know, it's, it's, it's
all much of A muchness. And yeah.
And very well, I was just looking, if you're watching this
on YouTube and you haven't seen my face in about 5 or 6 months,
I've got quite a lot more wrinkles, which is horrible.
I don't tend to look at my face that much these days.
(01:25):
And you know, when you've got a four month old child and you
don't get a lot of sleep, that'swhat happens.
You start looking really old allof a sudden.
It's quite depressing. So what I'm going to do is I'm
going to turn my screen off and just focus on you and.
No, come on, just because you'rejust because you're, you're a
dad now and you've got big hair and wrinkles that.
(01:46):
Big hair and wrinkles. Yeah.
Look, let's, let's dive into this one though, because I mean,
this is, I mean, people have been putting this.
I've read a few headlines, I've caught a few here from the
press. They've been saying you're
witnessing the battle, the finalbattle for the soul of
Hollywood. I mean this is the.
(02:07):
Beauty. Sensational nature of the press,
of course, but they're talking about fighting for the keys of
the Warner Brothers Kingdom is how the the media are coining
it. So what we've talked about this
in a recent episode about the journey up to this, because
Paramount have been kind of cranking it out bit by bit.
(02:27):
And then there was this massive surprise when Netflix stepped
in. So, so where are we at the
moment? What's the narrative here?
Yeah, so I was just having a little bit of research on this
this morning. And obviously much like everyone
else, I've ingested quite a lot of headlines and and tried to do
tried to get myself up to speed with this story.
So I thought I'd present this little kind of breaking episode
(02:50):
a bit like a movie script because why not?
Truth form. So we're going to start with a
back story and we're going to gothrough a cast of characters,
discuss the plot, maybe there might be a twist at the end and
then maybe the conclusion just to finish it off.
So the back story, and you mighthave discussed this on one of
your podcasts previously, but Warner Brothers Discovery has
(03:12):
been a really, really badly performing company over the last
few years. It was an I'll fated merger
between basically a bit of a dog, which is discovery owns a
lot of cable assets, slightly declining, not particularly
sexy, lots of not very high quality intellectual property.
Shall shall we say that was actually the CEO David Zaslov's
(03:36):
kind of home space they acquiredor merged with Warner Brothers.
And Warner Brothers is obviouslythe storied name in Hollywood.
It has got such amazing intellectual property.
And obviously as a Harry Potter fan, like everyone in the world
is that's the one that you thinkof absolutely fantastic
(03:57):
intellectual property. And it's also got HBO Max, which
is the third largest streaming platform in the US behind Amazon
Prime and Netflix. So there's this kind of ugly
combination of the two. And I was just looking at Warner
Brothers share price and over the last, over the last six
months. Can you guess the share price
(04:19):
change for Warner Brothers over the last six months?
In the last six months, when when did Paramount first start
to come? In September, In September, OK.
So I'd imagine it's like it looks a little bit like the Nike
swoosh, probably. They're probably declining and
then they've gone into being a prized target and it's just
(04:41):
ramped like crazy. Yeah.
I mean, if you look at the market cap, if you look at the
share price increase in the last6-7 months, it's up about 160%
to stock, right. But if you look at the share
price over the last five years, down 2%.
So it's been a really strugglingdeclining asset.
(05:02):
Very heavily indebted with this weight of discovery sitting
alongside a very, very good intellectual property heavy
asset. And what Zaslav said in I think
June of this year was he said, look, this strategy isn't
working right. We're going to split the two up.
We're going to hive off Discovery in the cable, the
(05:24):
declining assets, and then we'regoing to just have HBO Max and
Warner Brothers Studios in this really, really nice company.
And that's when the share price started to tick up because
people saw the rationale for that.
So that was in June of this year, share price starts to tick
up. Then in September, you get the
first advance from Paramount andSkydance Studios backed by David
(05:48):
Ellison and by association LarryEllison.
And we'll continue to go throughmaybe should we go through a bit
of cast of characters to get to today because there's some
Hollywood style characters in the mix here.
Yeah, you've meant you've mentioned a couple of names
there. So, so perhaps just exploring
some of those potential names first would be a good thing.
(06:10):
Just say everyone's up to speed.Yeah.
So I'm going to talk about 3 characters here.
We've got the CEO of Warner Brothers Discovery, Zazlav.
He's got such an interesting background.
Then I want to talk about David Ellison, the son of Larry
Ellison. And then I want to talk about
the Co CEO of Netflix, Ted Sarandos.
(06:31):
And I just want you to picture this in the context of me trying
to pitch a Hollywood blockbusterto you because they're three
very different characters. So Zazlav, he is a New Yorker,
right? He is not Hollywood institution.
He is an upstart, right? He was CEO of Discovery, fat
paychecks very much from the kind of private equity mold of
(06:54):
asset stripping and cutting costs.
So when the merger happened and he got the keys to Warner
Brothers, he becomes a little bit of a Hollywood anti hero.
He interestingly enough, this issuch a fantastic little segue.
He when he moved to Hollywood in2021, he bought the House of the
(07:19):
ex vice president and head of content at Paramount.
So it was 1033 Woodlands, this guy called Robert Evans, who is
an interesting character in and of himself.
So he passed away. Zaslav comes in, the new New
Yorker kid on the block block with shiny white teeth and
(07:40):
starts making moves, right? Fires a load of people's, you
know, a load of employees, you know, causes a bit of a stir,
trade union issues, all sorts ofthings.
So you've got this Zaslav character who's the holder of
the keys to this asset that's being fought over.
Then on the left hand side you've got David Ellison.
(08:02):
And David Ellison is the son of the world's third richest man,
sometimes first richest man depending on the share price of
Oracle. And he, as the ultimate Nepho
baby, got given a film studio and actually had a great, a
decent amount of success Commission, you know,
responsible for Mission Impossible Terminator, the new
(08:25):
Top Gun Skydance, which was his studio merged with Paramount.
And the market capitalization ofthese two studios is about
fifteen, $16 billion. So not a small company, but not
a big beast. And David Allison kind of rolls
around. I was reading a GQ profile of
(08:46):
him that says it starts by saying, have you ever been
dropped off at your hotel in a Ferrari?
The kind that takes corners so sharply that when the driver is
informed he just passed your turn that it's no big deal, he
can just take the next turn and loop around.
He talks about Hawaiian Islands,the eighth biggest yacht in the
world. So this kind of thing, right?
(09:08):
So that's David Ellison. Then you've got Ted Sarandos,
who's the Co CEO of Netflix. He's like the nice guy.
So he was like he was part of the original Netflix team.
He worked out of his home for three years as Netflix was a
scrappy startup and basically became head of content.
He was the one that was responsible for commissioning
(09:29):
things like Stranger Things, taking punts on interesting
content. People like him, content
creators like him, and he's generally considered to be a
pretty steady, sober character. So these are the three
characters, the Netflix CEO, you've got David Ellison, and
then you've got Zazzlav in the middle trying to figure out
(09:51):
where to sell this company. God, Dave was, you said it at
the beginning, you literally couldn't make this stuff up
given how you set the scene there.
So, so we understand the characters then.
So what what, what's the plot? You kind of slowly went into it
a little bit there in terms of the narrative of the journey
(10:12):
that Discovery had been through with Time Warner.
But what what's happening now and what is the objectives then
that some of these people are inthis conversation, they're
looking to get out of this and more so what's the ramification
of the outcomes if it goes one way or the other?
Yeah, it's it's an absolutely crazy story and and one that has
(10:34):
fantastic scenes if you were to write a movie about it.
So in September, David Ellison, Skydance, Paramount, backed by
the money of his dad, plus some other investors that we'll talk
about in a second, presents a first offer to, and this is not
a hostile offer, This is a friendly offer.
You know, we want to buy your company.
(10:56):
This is the package that we've put together.
This is how much we are going tooffer.
I think it was $19.50 a share atthe time.
This was back in September. We really, really want to work
with you guys, right, bearing inmind that Paramount Skydance
back then was a $12 billion market capitalization company
and we now we know that Warner Brothers Discovery is a $70
(11:21):
billion. So this is like the mouse eating
the elephant, right? You know, really big reverse
takeover. So David Addison's advances get
slightly rebuffed. There's back and forth, there's
a couple of nut there's a coupleof other bids that are put in.
David Ellison actually goes to delivers the first bid in person
(11:46):
to Zazlov in his house, which isthe House of the ex paramount
guys. I mentioned wonderful scene.
You're going to snapshot that just to.
Be clear. So that's completely not usual.
Completely not usual. Usually this has got the kind of
interface of investment banks and stuffy boardrooms and things
(12:06):
like this. So Ellison was trying to make
the kind of personal play, right?
You know, I'm a good guy, you'rea good guy, let's get this thing
done. Maybe playing to a bit of ego,
all of this stuff, right? And this is when SAS Lab
realizes, hey, I've got to put this up to an auction.
I've got to go out and see who else could be interested.
So Comcast, which is another U.S. cable provider, they were
(12:29):
interested, you know, was Amazongoing to come in?
Maybe, maybe not. Was Netflix going to come in?
Netflix had never done an acquisition.
I think the biggest ever acquisition is like $900
million. Yeah.
No, I saw it, 680 million, I think it was just that maxed one
they've ever done. So it's my, it's so
(12:50):
unprecedented and like the, the,the, the back channels and some
of the rumors and the rumblings is like, does Netflix really
even want this? Right?
Share price has been down every time the rumors have happened
about this because Netflix is doing fine with the organic
growth and organic content strategy.
It's already the £800 gorilla inthis environment.
(13:12):
Does it need Warner Brothers Discovery?
Yeah, I thought actually until Isaw the break the breakup fee
come out, I actually thought Netflix for just trying to juice
them for an extra 510 more billion just to kind of, you
know, make them pay a richer price.
But there that breakup fee as what I'm sure we'll get to
suggest otherwise. Yeah, absolutely.
(13:34):
So, so this thing, this thing started to accelerate over the
course of the last couple of weeks.
This is early December of 2025 and Paramount again a very, very
much at the table, but Netflix is the board's preferred bidder.
And last Thursday which I believe was the 4th of December,
(13:56):
last Thursday is where it all kicked off, right.
So Netflix submitted its $83 billion bid, combination of cash
and shares, I think it was $83 billion.
You can correct me if I'm wrong.And at the same time as the
board were voting to approve Netflix offer to buy and I
should note to buy the studio, Warner Brothers and HBO, they
(14:21):
will carve off and sell Discovery in the cable assets.
Netflix doesn't want anything todo with them.
Paramount were like knocking on the door.
We're trying to get an improved offer across and they got
ghosted that whole at the whole of Thursday.
And this is all in text messagesthat are publicly available to
see what happened. Almost a kind of begging David
(14:43):
Ellison and you know his acolytes saying look, you know,
we can offer you much more that are our package is much more
compelling, much more compelling.
We've got the financing in place.
Please just speak to us. But the Warner Brothers board
are having none of it. They were really, really
focusing on like certainty of funds, you know, Netflix share
(15:05):
price and Netflix shares plus cash.
They've got the firepower to do it speed of completion.
I don't know if you are you a Netflix subscriber and.
Yeah. Yeah.
Did you get the e-mail on Fridaysaying the deal is done?
I was like, I would say shut that load here a little early,
so. That's a little bit pre emptive.
(15:26):
So yeah, certainty of and and they, I mean, we'll talk about
antitrust issues in a in a moment.
But anyway, so the board are much more kind of favorable to
the Netflix deal and obviously approved that.
So Fast forward to this week andParamount, obviously they're not
going to get there like a dog with a bone, right?
I can't imagine David and Larry Ellison are used to not getting
(15:48):
what they want. Something strikes me that they
tend to get what they want, so they go hostile and they take an
improved offer, which is not necessarily their best and
final. They were very explicit in
mentioning this, an improved offer not now to the board
because the board don't want to hear about it.
They've accepted Netflix, but tothe shareholders in a hostile
(16:11):
takeover situation. So it is all live and it is all
extremely exciting. I'll just.
Want to put into context then. So I think it's Molas who with
Netflix as the advisor, what would the what would the
environment be in somewhere likeMoles as an investment banker
(16:32):
during this period and. This it's so interesting because
so I think, yeah. So it's Moles for Netflix, maybe
Rain Bank for one of the other two, and I can't remember the
third American. Committee are in involved as
well, yeah. So.
So these guys are effectively getting bypassed and that and in
(16:53):
the world of tech and well in the world of M&A, the senior
rainmakers all know each other. So they've got lines of
communication open. You know, so the guys advising
Paramount are very, very senior bankers and the guys that are
advising Warner Brothers are very, very senior bankers.
But the conversation has kind ofgone over and above the heads to
(17:16):
David Ellison driving over in his car and meeting Zazlav and
all, you know, this cast of characters.
And it feels like the investmentbankers have slightly lost a
grip on this. And they're going like, how the
hell did we deal with it? My expectation of Moles's advice
for Netflix would be just, let'sjust wait this out, right?
(17:36):
And you've got the approved offer.
Did you even really want this asset that much and just just
hold tight, be the kind of adultin the room and see where this
thing plays out? But what I mean the size of that
breakup fee though, I mean, whenyou say some of those things, I
mean there is, what is it? It's a 5.8 billion payable
(17:58):
termination fee by Netflix. So this is if Netflix if the
regulators of Netflix killed thedeal, right?
So if Warner Brothers dumps Netflix, they own Netflix 2.8
billion. And that by the way factors into
the premium that Paramount is offering, right?
You have to kind of put that into the, you know, 100 plus
(18:20):
billion offer that they've made.But then if the regulators,
which they might well do kill the Netflix deal, Netflix owes
5.8 billion, which is an enormous amount of money.
It's about 6% of the overall deal size.
But again, if I was Warner Brothers, that would be, you
(18:41):
know, a core part of the negotiation because we know that
this thing is going to get very hotly contested.
So, so, so before we get to the perhaps the the most key
character of all of this, which is of course one of them, one of
the main men of the year in our dear Donald and the regulators.
Just a couple of points here that I had in notes was one on
(19:07):
why why cinema hates this. I mean, it's kind of like this
this Netflix viewing theaters asas marketing tools, not not
profit centers. And then there's this.
So two things one, the black boxfear.
This is something I just wanted to touch on, which is the kind
(19:28):
of advertising component of this.
There's some really good kind ofadvertising industry press out
there and they were kind of latching on to some different
things and it's advertisers worrying that Netflix will kill
the flexibility of the HBO's ad sales and force everyone into
their rigid high tech and importantly was quite opaque
system. I don't know if this is a common
(19:49):
word that's used that that you use in your M&A experience, but
walled garden that that idea that with with Netflix they
offer scale and this incredible interface and operating systems
product. But it's a closed ecosystem and
advertisers are pretty terrifiedthat if Netflix absorbs HBO and
(20:12):
they're thus all of the data becomes somewhat opaque.
You can't really see everything.Netflix is has this track record
of being notoriously secretive about viewing figures.
I mean, they try to do it in this fairly basic way with these
top ten viewer leaderboards and things like that.
But advertisers want a lot more than that in terms of the
(20:32):
subcategories and demographics and so on.
So yeah, I just thought that wasquite interesting.
And then this other area about the the inventory squeeze, which
is about the economics. So high quality video ads, so
premium video have the highest CPMS, so cost per 1000 views in
(20:53):
digital. And the risk here is if Netflix
buys Warner Brothers Discovery, they corner the market on
prestige TV impressions. And I guess that kind of leads
us then into a bit of a segue asto the regulatory issues with
this. And one thing I've seen is that
Trump, I thought I had Trump allfigured at the weekend he was
(21:14):
kind of like, no, no, no, don't like this Netflix deal.
And then he flipped it, I think within within the day he
seemingly backed off that. So yeah, talk, talk to me about
Trump a little bit. And is he, is he actually the
the linchpin here on on which direction this goes?
Yeah, yeah, you mentioned some very interesting things.
And let's let's talk about Trumpin the context of of of
(21:36):
antitrust. I think Trump loves this stuff,
right? And there was no chance he
wasn't going to wade in, especially because his
son-in-law is part of the fine Jared Kushner as part of the
financing package on the Paramount side.
And he obviously knows the majorrunners and riders and the cast
of characters that I've just mentioned.
(21:56):
So he'll want to wade in and again, as we know with Trump,
he'll say one thing and do another, or he'll say one thing
and say the opposite the next day.
And he'll create a bit of chaos,which is probably the word that
will go down with his second term when we look back in
history. So does he have the power to do
(22:17):
anything he doesn't technically have the power to influence to
to opine from an antitrust perspective, That's the
responsibility of the FTC and then the courts.
And then, you know, this thing needs to be approved by
international regulators as well, right?
(22:38):
So this is, you know, we saw this a few years ago with the
Activision and Microsoft deal. It took two years because we had
regulators in different countries blocking it and
opening it and all this kind of stuff.
So yes, Trump is quite a nice little kind of whirling dervish
to put into the mixer, but there's a lot of infrastructure
behind. The people that really make the
(22:58):
decisions might subtly in the back of their heads be thinking
about their jobs and the kind ofpressure from Trump one way or
the other. But there's a lot of kind of
technocratic regulatory stuff that they're going to need to
wade through. And I think if you take a look
at the arguments from an antitrust perspective, you know,
(23:20):
Netflix acquiring power, Netflixof crime, Warner Brothers, there
are going to be significant antitrust issues, massive
antitrust issues. I'm going to maybe break it down
into three. The first is, and you mentioned
it previously, the 1st is the kind of monopoly concern, the
pricing power concern. And you can split this one up
(23:41):
into two. The first is all right.
If Netflix, the £800 gorilla buys studios, buys HBO Plus,
there is going to be pricing power to the advertisers.
You know, as advertising becomesa more significant revenue
stream for Netflix, you know, much bigger market share, you're
going to have to advertise with us or bust because we're such a
(24:04):
big beast. That's pricing power.
That's monopoly power. 2 HBO Plus is cheaper than Netflix, so
there is a danger that as soon as this thing gets incorporated,
all of the HBO Plus subscribers will suddenly have to pay
Netflix monthly subscriptions. They get more for their money,
(24:25):
but is that a good thing? That's pricing power as well.
And then the third thing, and you mentioned this in your
notes, and it's really important, get technical for a
second, this concept of monopsony.
So you have monopoly, which is all right, this is anti
competitive, it's not good for the consumer.
And then you have monopsony, which is this is anti
competitive, it's not good for the supplier.
(24:47):
And this is the big threat. This is why Netflix is not that
well liked in Hollywood. The big threat that the losers
are going to be the script writers, the actors, the content
creators, the contributors to the ecosystem that ends up
fueling the subscription revenue.
And again, if you've got the £800 gorilla as the main player
(25:10):
in town and you've got a script that instead of being able to
maybe play Warner Brothers off against Netflix, you now only
have Netflix, you're going to not be able to get the price
that you potentially wanted. That is monopsony power.
So those two things, if I was ananti, I mean, it's the number
one streamer and the number 3 streamer coming together, right?
(25:31):
That even that just as a very high level, sends kind of alarm
bells ringing. We'll see what happens.
How does it work with the other geographic jurisdictions?
Because one thing I read was about if, you know, if it goes
through in the US, might the EU be a regulatory problem as they
(25:52):
might view the Trump back deal specifically because of
concentration in sports rights? So in Europe there's Eurosport,
Champions League, all that sort of stuff.
Like does Europe have? What sort of power do they have
within this? Equation, they will be able to
block it much like and the UK will be able to block it and
different regulators will be able to block it.
(26:13):
And this becomes the amount of money that Netflix is going to
have to spend on lobbyists and people going over to Australia
and to Strasbourg and to London and go, actually, This is why
this is a good deal. And what will happen is Netflix
will put in place particular, you know, specific guardrails or
(26:36):
specific policies that are concessions to these individual
regulators, right? So maybe it gets signed off in
the US, but maybe Europe wants, you know, a guarantee that there
will be a competitive bid process on every new piece of
content, right? And they have to say, yes, we'll
do that for the next 5 years. And then it's a kind of free for
(26:57):
all. So it becomes this big
negotiation lobby. I mean, the lobbyists and the
negotiators must be licking their lips thinking about this
Big paydays in store. And by the way, there'll be
antitrust issues with Paramount as well because they're two big
studios, 2 big studios coming together.
So watch this space. I reckon this is going to, this
(27:18):
is going to have plenty of twists and turns.
And I have no idea where it's going to end up.
Crystal ball. I was going to say like, given
your experience, given what you've seen so far, giving like
the the game theory that you love to run, like what?
Where do you reckon it heads to and who prevails in the end from
(27:43):
from the evidence at hand at this point in time?
Again, it's again, from a game theory perspective or just from
a kind of strategy perspective, it's hard to bet against the
biggest player in the room with the with the biggest firepower.
The fact that Netflix has waded in and they've got an approved
offer and they've got all of that monetary firepower, which
(28:04):
that you can put into lobbying, into sweetening the deal if they
want it. And we're in a antitrust
environment. By the way, this would never in
a million years get done under Biden and Khan.
That is just not would just never happen.
But now we've got a more conducive environment.
If Netflix really wants this thing, they'll probably get it
(28:27):
and it will probably go through.My biggest concern, just zoning
out maybe as we conclude this, my biggest concern is if a
company as big as Warner Brothers, which at the moment is
a $70 billion market cap business, but steady state is
probably more like a 35 or 40 billion market cap business.
(28:49):
If these guys can't survive as agoing concern in terms of their
scale, if they feel like the only real option for them is to
sell to one of the big tech beasts, that sounds a pretty
kind of worrying precedent for almost every other tech adjacent
company that doesn't have a market cap over $500 billion,
(29:12):
that they're fair game potentially for one of these top
ten top 20 tech players. And that really is scary in
terms of concentration, in termsof what you speak about a lot on
your podcast with peers like theThe Mag 7 and the concentration
of the S&P 500 and, and the bifurcation in the way that the
stock market is going. You know, that's the thing that
(29:33):
really concerns me here. Maybe Netflix could have a
backdoor agreement where they could go in, you know, what they
do with the sports, you know, docu series sort of things.
They could start filming the rest of the presidency as he
goes through the midterms, keep it under wraps.
So when he finishes his second term outcomes the Netflix Trump
(29:58):
series. It's just here we go.
It's. Yeah.
I mean, I would watch that in a second, obviously.
Yeah, imagine going behind the scenes of Trump and seeing the
Zelinsky Putin thing, the China trade thing, if you had
exclusive back behind the scenesaccess.
(30:18):
Yeah, I mean, in front of the scenes is mad enough, right?
So, you know, we get quite a lotof it from just staring at the
staring at the content that's put out there already.
But yeah, no, I'm in. Cool.
Right, we'll wrap it up there and remember this is a bit of a
breaking one. I know it's been out the story
for a while, but want to get Stevens take.
Remember to stay tuned though, because our next episode will be
(30:42):
Stevens 2025 M and a year in review.
Also touching on things like private credit, private equity
in general and also the outlet for 2026.
So remember to like subscribe wherever you are watching and
make sure you tune in for that next episode.
Thank you very much.
Welcome back to the Market Makerpodcast.
And we've got a bit of a breaking episode.
And whenever there's a breaking one, I think I've only had maybe
one or two throughout the year because it kind of breaks our
format on the show. And I thought when you've got a
situation like this, you've got a streaming Wars finale with
Netflix versus Paramount, who you're going to call, you're
(00:22):
going to call Stephen Barnett. Stephen Barnett, All
Ghostbusters, One of the two. David Barnett is back folks, by
popular demand and managed to twist his arm this morning.
Not just one, but two episodes. He's going to do a little bit of
a mini deep dive. Just as I said, I've had so many
(00:42):
questions. I've just seen the media go
absolutely parabolic on this story.
It's insane. I mean, it's such a, it's such
an interesting 1. You just couldn't write this
sort of story at the end of the year.
So Stephen, great to have you you back and yeah, how have you
been first? Yeah, thank you so much.
And it's really good to be here.I reckon it was probably 5 or 6
(01:03):
months since I last did a Deal room podcast and here I am on
the Market Maker podcast. But you know, it's, it's, it's
all much of A muchness. And yeah.
And very well, I was just looking, if you're watching this
on YouTube and you haven't seen my face in about 5 or 6 months,
I've got quite a lot more wrinkles, which is horrible.
I don't tend to look at my face that much these days.
(01:25):
And you know, when you've got a four month old child and you
don't get a lot of sleep, that'swhat happens.
You start looking really old allof a sudden.
It's quite depressing. So what I'm going to do is I'm
going to turn my screen off and just focus on you and.
No, come on, just because you'rejust because you're, you're a
dad now and you've got big hair and wrinkles that.
(01:46):
Big hair and wrinkles. Yeah.
Look, let's, let's dive into this one though, because I mean,
this is, I mean, people have been putting this.
I've read a few headlines, I've caught a few here from the
press. They've been saying you're
witnessing the battle, the finalbattle for the soul of
Hollywood. I mean this is the.
(02:07):
Beauty. Sensational nature of the press,
of course, but they're talking about fighting for the keys of
the Warner Brothers Kingdom is how the the media are coining
it. So what we've talked about this
in a recent episode about the journey up to this, because
Paramount have been kind of cranking it out bit by bit.
(02:27):
And then there was this massive surprise when Netflix stepped
in. So, so where are we at the
moment? What's the narrative here?
Yeah, so I was just having a little bit of research on this
this morning. And obviously much like everyone
else, I've ingested quite a lot of headlines and and tried to do
tried to get myself up to speed with this story.
So I thought I'd present this little kind of breaking episode
(02:50):
a bit like a movie script because why not?
Truth form. So we're going to start with a
back story and we're going to gothrough a cast of characters,
discuss the plot, maybe there might be a twist at the end and
then maybe the conclusion just to finish it off.
So the back story, and you mighthave discussed this on one of
your podcasts previously, but Warner Brothers Discovery has
(03:12):
been a really, really badly performing company over the last
few years. It was an I'll fated merger
between basically a bit of a dog, which is discovery owns a
lot of cable assets, slightly declining, not particularly
sexy, lots of not very high quality intellectual property.
Shall shall we say that was actually the CEO David Zaslov's
(03:36):
kind of home space they acquiredor merged with Warner Brothers.
And Warner Brothers is obviouslythe storied name in Hollywood.
It has got such amazing intellectual property.
And obviously as a Harry Potter fan, like everyone in the world
is that's the one that you thinkof absolutely fantastic
(03:57):
intellectual property. And it's also got HBO Max, which
is the third largest streaming platform in the US behind Amazon
Prime and Netflix. So there's this kind of ugly
combination of the two. And I was just looking at Warner
Brothers share price and over the last, over the last six
months. Can you guess the share price
(04:19):
change for Warner Brothers over the last six months?
In the last six months, when when did Paramount first start
to come? In September, In September, OK.
So I'd imagine it's like it looks a little bit like the Nike
swoosh, probably. They're probably declining and
then they've gone into being a prized target and it's just
(04:41):
ramped like crazy. Yeah.
I mean, if you look at the market cap, if you look at the
share price increase in the last6-7 months, it's up about 160%
to stock, right. But if you look at the share
price over the last five years, down 2%.
So it's been a really strugglingdeclining asset.
(05:02):
Very heavily indebted with this weight of discovery sitting
alongside a very, very good intellectual property heavy
asset. And what Zaslav said in I think
June of this year was he said, look, this strategy isn't
working right. We're going to split the two up.
We're going to hive off Discovery in the cable, the
(05:24):
declining assets, and then we'regoing to just have HBO Max and
Warner Brothers Studios in this really, really nice company.
And that's when the share price started to tick up because
people saw the rationale for that.
So that was in June of this year, share price starts to tick
up. Then in September, you get the
first advance from Paramount andSkydance Studios backed by David
(05:48):
Ellison and by association LarryEllison.
And we'll continue to go throughmaybe should we go through a bit
of cast of characters to get to today because there's some
Hollywood style characters in the mix here.
Yeah, you've meant you've mentioned a couple of names
there. So, so perhaps just exploring
some of those potential names first would be a good thing.
(06:10):
Just say everyone's up to speed.Yeah.
So I'm going to talk about 3 characters here.
We've got the CEO of Warner Brothers Discovery, Zazlav.
He's got such an interesting background.
Then I want to talk about David Ellison, the son of Larry
Ellison. And then I want to talk about
the Co CEO of Netflix, Ted Sarandos.
(06:31):
And I just want you to picture this in the context of me trying
to pitch a Hollywood blockbusterto you because they're three
very different characters. So Zazlav, he is a New Yorker,
right? He is not Hollywood institution.
He is an upstart, right? He was CEO of Discovery, fat
paychecks very much from the kind of private equity mold of
(06:54):
asset stripping and cutting costs.
So when the merger happened and he got the keys to Warner
Brothers, he becomes a little bit of a Hollywood anti hero.
He interestingly enough, this issuch a fantastic little segue.
He when he moved to Hollywood in2021, he bought the House of the
(07:19):
ex vice president and head of content at Paramount.
So it was 1033 Woodlands, this guy called Robert Evans, who is
an interesting character in and of himself.
So he passed away. Zaslav comes in, the new New
Yorker kid on the block block with shiny white teeth and
(07:40):
starts making moves, right? Fires a load of people's, you
know, a load of employees, you know, causes a bit of a stir,
trade union issues, all sorts ofthings.
So you've got this Zaslav character who's the holder of
the keys to this asset that's being fought over.
Then on the left hand side you've got David Ellison.
(08:02):
And David Ellison is the son of the world's third richest man,
sometimes first richest man depending on the share price of
Oracle. And he, as the ultimate Nepho
baby, got given a film studio and actually had a great, a
decent amount of success Commission, you know,
responsible for Mission Impossible Terminator, the new
(08:25):
Top Gun Skydance, which was his studio merged with Paramount.
And the market capitalization ofthese two studios is about
fifteen, $16 billion. So not a small company, but not
a big beast. And David Allison kind of rolls
around. I was reading a GQ profile of
(08:46):
him that says it starts by saying, have you ever been
dropped off at your hotel in a Ferrari?
The kind that takes corners so sharply that when the driver is
informed he just passed your turn that it's no big deal, he
can just take the next turn and loop around.
He talks about Hawaiian Islands,the eighth biggest yacht in the
world. So this kind of thing, right?
(09:08):
So that's David Ellison. Then you've got Ted Sarandos,
who's the Co CEO of Netflix. He's like the nice guy.
So he was like he was part of the original Netflix team.
He worked out of his home for three years as Netflix was a
scrappy startup and basically became head of content.
He was the one that was responsible for commissioning
(09:29):
things like Stranger Things, taking punts on interesting
content. People like him, content
creators like him, and he's generally considered to be a
pretty steady, sober character. So these are the three
characters, the Netflix CEO, you've got David Ellison, and
then you've got Zazzlav in the middle trying to figure out
(09:51):
where to sell this company. God, Dave was, you said it at
the beginning, you literally couldn't make this stuff up
given how you set the scene there.
So, so we understand the characters then.
So what what, what's the plot? You kind of slowly went into it
a little bit there in terms of the narrative of the journey
(10:12):
that Discovery had been through with Time Warner.
But what what's happening now and what is the objectives then
that some of these people are inthis conversation, they're
looking to get out of this and more so what's the ramification
of the outcomes if it goes one way or the other?
Yeah, it's it's an absolutely crazy story and and one that has
(10:34):
fantastic scenes if you were to write a movie about it.
So in September, David Ellison, Skydance, Paramount, backed by
the money of his dad, plus some other investors that we'll talk
about in a second, presents a first offer to, and this is not
a hostile offer, This is a friendly offer.
You know, we want to buy your company.
(10:56):
This is the package that we've put together.
This is how much we are going tooffer.
I think it was $19.50 a share atthe time.
This was back in September. We really, really want to work
with you guys, right, bearing inmind that Paramount Skydance
back then was a $12 billion market capitalization company
and we now we know that Warner Brothers Discovery is a $70
(11:21):
billion. So this is like the mouse eating
the elephant, right? You know, really big reverse
takeover. So David Addison's advances get
slightly rebuffed. There's back and forth, there's
a couple of nut there's a coupleof other bids that are put in.
David Ellison actually goes to delivers the first bid in person
(11:46):
to Zazlov in his house, which isthe House of the ex paramount
guys. I mentioned wonderful scene.
You're going to snapshot that just to.
Be clear. So that's completely not usual.
Completely not usual. Usually this has got the kind of
interface of investment banks and stuffy boardrooms and things
(12:06):
like this. So Ellison was trying to make
the kind of personal play, right?
You know, I'm a good guy, you'rea good guy, let's get this thing
done. Maybe playing to a bit of ego,
all of this stuff, right? And this is when SAS Lab
realizes, hey, I've got to put this up to an auction.
I've got to go out and see who else could be interested.
So Comcast, which is another U.S. cable provider, they were
(12:29):
interested, you know, was Amazongoing to come in?
Maybe, maybe not. Was Netflix going to come in?
Netflix had never done an acquisition.
I think the biggest ever acquisition is like $900
million. Yeah.
No, I saw it, 680 million, I think it was just that maxed one
they've ever done. So it's my, it's so
(12:50):
unprecedented and like the, the,the, the back channels and some
of the rumors and the rumblings is like, does Netflix really
even want this? Right?
Share price has been down every time the rumors have happened
about this because Netflix is doing fine with the organic
growth and organic content strategy.
It's already the £800 gorilla inthis environment.
(13:12):
Does it need Warner Brothers Discovery?
Yeah, I thought actually until Isaw the break the breakup fee
come out, I actually thought Netflix for just trying to juice
them for an extra 510 more billion just to kind of, you
know, make them pay a richer price.
But there that breakup fee as what I'm sure we'll get to
suggest otherwise. Yeah, absolutely.
(13:34):
So, so this thing, this thing started to accelerate over the
course of the last couple of weeks.
This is early December of 2025 and Paramount again a very, very
much at the table, but Netflix is the board's preferred bidder.
And last Thursday which I believe was the 4th of December,
(13:56):
last Thursday is where it all kicked off, right.
So Netflix submitted its $83 billion bid, combination of cash
and shares, I think it was $83 billion.
You can correct me if I'm wrong.And at the same time as the
board were voting to approve Netflix offer to buy and I
should note to buy the studio, Warner Brothers and HBO, they
(14:21):
will carve off and sell Discovery in the cable assets.
Netflix doesn't want anything todo with them.
Paramount were like knocking on the door.
We're trying to get an improved offer across and they got
ghosted that whole at the whole of Thursday.
And this is all in text messagesthat are publicly available to
see what happened. Almost a kind of begging David
(14:43):
Ellison and you know his acolytes saying look, you know,
we can offer you much more that are our package is much more
compelling, much more compelling.
We've got the financing in place.
Please just speak to us. But the Warner Brothers board
are having none of it. They were really, really
focusing on like certainty of funds, you know, Netflix share
(15:05):
price and Netflix shares plus cash.
They've got the firepower to do it speed of completion.
I don't know if you are you a Netflix subscriber and.
Yeah. Yeah.
Did you get the e-mail on Fridaysaying the deal is done?
I was like, I would say shut that load here a little early,
so. That's a little bit pre emptive.
(15:26):
So yeah, certainty of and and they, I mean, we'll talk about
antitrust issues in a in a moment.
But anyway, so the board are much more kind of favorable to
the Netflix deal and obviously approved that.
So Fast forward to this week andParamount, obviously they're not
going to get there like a dog with a bone, right?
I can't imagine David and Larry Ellison are used to not getting
(15:48):
what they want. Something strikes me that they
tend to get what they want, so they go hostile and they take an
improved offer, which is not necessarily their best and
final. They were very explicit in
mentioning this, an improved offer not now to the board
because the board don't want to hear about it.
They've accepted Netflix, but tothe shareholders in a hostile
(16:11):
takeover situation. So it is all live and it is all
extremely exciting. I'll just.
Want to put into context then. So I think it's Molas who with
Netflix as the advisor, what would the what would the
environment be in somewhere likeMoles as an investment banker
(16:32):
during this period and. This it's so interesting because
so I think, yeah. So it's Moles for Netflix, maybe
Rain Bank for one of the other two, and I can't remember the
third American. Committee are in involved as
well, yeah. So.
So these guys are effectively getting bypassed and that and in
(16:53):
the world of tech and well in the world of M&A, the senior
rainmakers all know each other. So they've got lines of
communication open. You know, so the guys advising
Paramount are very, very senior bankers and the guys that are
advising Warner Brothers are very, very senior bankers.
But the conversation has kind ofgone over and above the heads to
(17:16):
David Ellison driving over in his car and meeting Zazlav and
all, you know, this cast of characters.
And it feels like the investmentbankers have slightly lost a
grip on this. And they're going like, how the
hell did we deal with it? My expectation of Moles's advice
for Netflix would be just, let'sjust wait this out, right?
(17:36):
And you've got the approved offer.
Did you even really want this asset that much and just just
hold tight, be the kind of adultin the room and see where this
thing plays out? But what I mean the size of that
breakup fee though, I mean, whenyou say some of those things, I
mean there is, what is it? It's a 5.8 billion payable
(17:58):
termination fee by Netflix. So this is if Netflix if the
regulators of Netflix killed thedeal, right?
So if Warner Brothers dumps Netflix, they own Netflix 2.8
billion. And that by the way factors into
the premium that Paramount is offering, right?
You have to kind of put that into the, you know, 100 plus
(18:20):
billion offer that they've made.But then if the regulators,
which they might well do kill the Netflix deal, Netflix owes
5.8 billion, which is an enormous amount of money.
It's about 6% of the overall deal size.
But again, if I was Warner Brothers, that would be, you
(18:41):
know, a core part of the negotiation because we know that
this thing is going to get very hotly contested.
So, so, so before we get to the perhaps the the most key
character of all of this, which is of course one of them, one of
the main men of the year in our dear Donald and the regulators.
Just a couple of points here that I had in notes was one on
(19:07):
why why cinema hates this. I mean, it's kind of like this
this Netflix viewing theaters asas marketing tools, not not
profit centers. And then there's this.
So two things one, the black boxfear.
This is something I just wanted to touch on, which is the kind
(19:28):
of advertising component of this.
There's some really good kind ofadvertising industry press out
there and they were kind of latching on to some different
things and it's advertisers worrying that Netflix will kill
the flexibility of the HBO's ad sales and force everyone into
their rigid high tech and importantly was quite opaque
system. I don't know if this is a common
(19:49):
word that's used that that you use in your M&A experience, but
walled garden that that idea that with with Netflix they
offer scale and this incredible interface and operating systems
product. But it's a closed ecosystem and
advertisers are pretty terrifiedthat if Netflix absorbs HBO and
(20:12):
they're thus all of the data becomes somewhat opaque.
You can't really see everything.Netflix is has this track record
of being notoriously secretive about viewing figures.
I mean, they try to do it in this fairly basic way with these
top ten viewer leaderboards and things like that.
But advertisers want a lot more than that in terms of the
(20:32):
subcategories and demographics and so on.
So yeah, I just thought that wasquite interesting.
And then this other area about the the inventory squeeze, which
is about the economics. So high quality video ads, so
premium video have the highest CPMS, so cost per 1000 views in
(20:53):
digital. And the risk here is if Netflix
buys Warner Brothers Discovery, they corner the market on
prestige TV impressions. And I guess that kind of leads
us then into a bit of a segue asto the regulatory issues with
this. And one thing I've seen is that
Trump, I thought I had Trump allfigured at the weekend he was
(21:14):
kind of like, no, no, no, don't like this Netflix deal.
And then he flipped it, I think within within the day he
seemingly backed off that. So yeah, talk, talk to me about
Trump a little bit. And is he, is he actually the
the linchpin here on on which direction this goes?
Yeah, yeah, you mentioned some very interesting things.
And let's let's talk about Trumpin the context of of of
(21:36):
antitrust. I think Trump loves this stuff,
right? And there was no chance he
wasn't going to wade in, especially because his
son-in-law is part of the fine Jared Kushner as part of the
financing package on the Paramount side.
And he obviously knows the majorrunners and riders and the cast
of characters that I've just mentioned.
(21:56):
So he'll want to wade in and again, as we know with Trump,
he'll say one thing and do another, or he'll say one thing
and say the opposite the next day.
And he'll create a bit of chaos,which is probably the word that
will go down with his second term when we look back in
history. So does he have the power to do
(22:17):
anything he doesn't technically have the power to influence to
to opine from an antitrust perspective, That's the
responsibility of the FTC and then the courts.
And then, you know, this thing needs to be approved by
international regulators as well, right?
(22:38):
So this is, you know, we saw this a few years ago with the
Activision and Microsoft deal. It took two years because we had
regulators in different countries blocking it and
opening it and all this kind of stuff.
So yes, Trump is quite a nice little kind of whirling dervish
to put into the mixer, but there's a lot of infrastructure
behind. The people that really make the
(22:58):
decisions might subtly in the back of their heads be thinking
about their jobs and the kind ofpressure from Trump one way or
the other. But there's a lot of kind of
technocratic regulatory stuff that they're going to need to
wade through. And I think if you take a look
at the arguments from an antitrust perspective, you know,
(23:20):
Netflix acquiring power, Netflixof crime, Warner Brothers, there
are going to be significant antitrust issues, massive
antitrust issues. I'm going to maybe break it down
into three. The first is, and you mentioned
it previously, the 1st is the kind of monopoly concern, the
pricing power concern. And you can split this one up
(23:41):
into two. The first is all right.
If Netflix, the £800 gorilla buys studios, buys HBO Plus,
there is going to be pricing power to the advertisers.
You know, as advertising becomesa more significant revenue
stream for Netflix, you know, much bigger market share, you're
going to have to advertise with us or bust because we're such a
(24:04):
big beast. That's pricing power.
That's monopoly power. 2 HBO Plus is cheaper than Netflix, so
there is a danger that as soon as this thing gets incorporated,
all of the HBO Plus subscribers will suddenly have to pay
Netflix monthly subscriptions. They get more for their money,
(24:25):
but is that a good thing? That's pricing power as well.
And then the third thing, and you mentioned this in your
notes, and it's really important, get technical for a
second, this concept of monopsony.
So you have monopoly, which is all right, this is anti
competitive, it's not good for the consumer.
And then you have monopsony, which is this is anti
competitive, it's not good for the supplier.
(24:47):
And this is the big threat. This is why Netflix is not that
well liked in Hollywood. The big threat that the losers
are going to be the script writers, the actors, the content
creators, the contributors to the ecosystem that ends up
fueling the subscription revenue.
And again, if you've got the £800 gorilla as the main player
(25:10):
in town and you've got a script that instead of being able to
maybe play Warner Brothers off against Netflix, you now only
have Netflix, you're going to not be able to get the price
that you potentially wanted. That is monopsony power.
So those two things, if I was ananti, I mean, it's the number
one streamer and the number 3 streamer coming together, right?
(25:31):
That even that just as a very high level, sends kind of alarm
bells ringing. We'll see what happens.
How does it work with the other geographic jurisdictions?
Because one thing I read was about if, you know, if it goes
through in the US, might the EU be a regulatory problem as they
(25:52):
might view the Trump back deal specifically because of
concentration in sports rights? So in Europe there's Eurosport,
Champions League, all that sort of stuff.
Like does Europe have? What sort of power do they have
within this? Equation, they will be able to
block it much like and the UK will be able to block it and
different regulators will be able to block it.
(26:13):
And this becomes the amount of money that Netflix is going to
have to spend on lobbyists and people going over to Australia
and to Strasbourg and to London and go, actually, This is why
this is a good deal. And what will happen is Netflix
will put in place particular, you know, specific guardrails or
(26:36):
specific policies that are concessions to these individual
regulators, right? So maybe it gets signed off in
the US, but maybe Europe wants, you know, a guarantee that there
will be a competitive bid process on every new piece of
content, right? And they have to say, yes, we'll
do that for the next 5 years. And then it's a kind of free for
(26:57):
all. So it becomes this big
negotiation lobby. I mean, the lobbyists and the
negotiators must be licking their lips thinking about this
Big paydays in store. And by the way, there'll be
antitrust issues with Paramount as well because they're two big
studios, 2 big studios coming together.
So watch this space. I reckon this is going to, this
(27:18):
is going to have plenty of twists and turns.
And I have no idea where it's going to end up.
Crystal ball. I was going to say like, given
your experience, given what you've seen so far, giving like
the the game theory that you love to run, like what?
Where do you reckon it heads to and who prevails in the end from
(27:43):
from the evidence at hand at this point in time?
Again, it's again, from a game theory perspective or just from
a kind of strategy perspective, it's hard to bet against the
biggest player in the room with the with the biggest firepower.
The fact that Netflix has waded in and they've got an approved
offer and they've got all of that monetary firepower, which
(28:04):
that you can put into lobbying, into sweetening the deal if they
want it. And we're in a antitrust
environment. By the way, this would never in
a million years get done under Biden and Khan.
That is just not would just never happen.
But now we've got a more conducive environment.
If Netflix really wants this thing, they'll probably get it
(28:27):
and it will probably go through.My biggest concern, just zoning
out maybe as we conclude this, my biggest concern is if a
company as big as Warner Brothers, which at the moment is
a $70 billion market cap business, but steady state is
probably more like a 35 or 40 billion market cap business.
(28:49):
If these guys can't survive as agoing concern in terms of their
scale, if they feel like the only real option for them is to
sell to one of the big tech beasts, that sounds a pretty
kind of worrying precedent for almost every other tech adjacent
company that doesn't have a market cap over $500 billion,
(29:12):
that they're fair game potentially for one of these top
ten top 20 tech players. And that really is scary in
terms of concentration, in termsof what you speak about a lot on
your podcast with peers like theThe Mag 7 and the concentration
of the S&P 500 and, and the bifurcation in the way that the
stock market is going. You know, that's the thing that
(29:33):
really concerns me here. Maybe Netflix could have a
backdoor agreement where they could go in, you know, what they
do with the sports, you know, docu series sort of things.
They could start filming the rest of the presidency as he
goes through the midterms, keep it under wraps.
So when he finishes his second term outcomes the Netflix Trump
(29:58):
series. It's just here we go.
It's. Yeah.
I mean, I would watch that in a second, obviously.
Yeah, imagine going behind the scenes of Trump and seeing the
Zelinsky Putin thing, the China trade thing, if you had
exclusive back behind the scenesaccess.
(30:18):
Yeah, I mean, in front of the scenes is mad enough, right?
So, you know, we get quite a lotof it from just staring at the
staring at the content that's put out there already.
But yeah, no, I'm in. Cool.
Right, we'll wrap it up there and remember this is a bit of a
breaking one. I know it's been out the story
for a while, but want to get Stevens take.
Remember to stay tuned though, because our next episode will be
(30:42):
Stevens 2025 M and a year in review.
Also touching on things like private credit, private equity
in general and also the outlet for 2026.
So remember to like subscribe wherever you are watching and
make sure you tune in for that next episode.
Thank you very much.
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