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Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?




It looks like it. $2.8bn by Warner Brothers to Netflix [1].

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)


The failed merger and similar clawback clause between Kroger and Albertsons is currently destroying a significant part of the supply chain for food in the Pacific Northwest. Grocery stores that have been open for 50-75 years - stores where whole neighborhoods and towns were built around - are closing forever, leaving those areas as food deserts.

Either way, this entertainment merger is going to get ugly. Consumers are absolutely going to get harmed either way with that clawback clause.


I don't understand how that kind of clause can be legal. Its existence puts anti-trust enforcement in a catch-22, either they allow the merger, which reduces competition, or they reject it, and the acquiree is decimated, also reducing competition.

> I don't understand how that kind of clause can be legal.

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.


> don't try to buy something unless you're prepared to deal with a possible fallout

The kroger Albertsons deal was the other way around, the seller had to pay the buyer if the deal didn't go through.


yeah, that sounds like a bit of blackmail...

8.3(b) on pg. 79 says that "Regulatory Termination Fee" is $5,800,000,000 from Netflix to WB. (IANAL)

It's not like we aren't drowning in entertainment options.

Food on the other hand, that's a real problem.


12 Fast and the Furious, 42 X-Men movies… yeah - drowning

Not to mention franchises like Star Wars, Marvel, Alien, Predator, Jurassic Park etc.

Speaking of anti-trust, all of those franchises save Jurassic Park are owned by Disney through mergers.

I'm still waiting for the "Alien vs Jurasic park". It must be a very entertaining movie. /s

Best you can get is Aliens vs Predator vs Terminator comic book (if you are 10 years old you can like it, it is betterr than most AvP stuff but that is a low hanging bar)

I mean the franchise didnt get anything top tier apart from Aliens labirynth and the vP 2 game from.. 2001?


Look back, not forward my dude. Plenty of good material from previous years. With the benefit of hindsight having filtered the crap out

I’m not sure it’s a fair comparison, groceries that sell food on one hand and a brainwashing and propaganda delivery system (see History of criminal, industry/advertiser, FBI, CIA, Pentagon, and foreign nation direct ties to the industry) masquerading as “entertainment” on the other.

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.


The machine works in the aggregate, and so does the harm. Lets not pretend that all will be well if I just avoid the propoganda myself.

That makes no logical sense. So if I give up my “entertainment” subscriptions because the execs need their bonuses and drive the prices up to compensate for the penalty, causing me to think about how to spend quality time with my family paying games, reading books, and doing activities; is equally harmful as if I can’t but groceries in my town because the grocery store was closed?

I most certainly did not imply that cancelling subscriptions is harmful; I think you read something I did not write.

I live a couple blocks down from one that was open for 40+ years. I use Amazon now for my groceries. I was gonna use Safeway but their prices are high.

Sounds like an opportunity to open grocery stores.

So when it's not happening as readily as we expect what do we do next?

We just sit back and watch as the invisible hands of capitalism cleanse themselves of our existence.

Aldi is always looking for property

I suspect in a lot of those places there is only the one supply chain.

UNfI is the big distriubor, Kehei is second. Both serve essentially all grocery stores.

Forever seems pretty definitive

Except you need food to live and tv shows are an artificially scarce resource that's actually free to distribute in unlimited quantities, so the harm is very different.

Real people work in this industry, though. A merger of this size is bound to come with some layoffs and canceled projects.

It's not as bad as food scarcity, of course. But it can do some collateral damage.


That, plus fewer studios mean less creativity goes to the mainstream. If you thought AI slop was bad, go re-watch Star Wars Episode 8.

Me and my wife were Star Wars fans. The last Star Wars media we watched was episode 8. I almost walked out the theater.

I've watched and enjoyed Andor since, but yeah other than that zero star wars movies and TV shows since episode 8. I hear 9 was also hilariously bad, but I'll not ever bother seeing it.

my biggest problem with episode 8 was that they freed the camels but not the camel jockey slave children

Star Wars is synonymous with Andor at this point. The original trilogy is second, but it isn't a close second.

Oh really? What’s Andor?


Seems like a bad example. The problem with Episode 8 was not lack of creativity. Episode 7 was a complete retread of "A New Hope" and a bigger offender. At least blue Jedi milk is new.

Episode 8 was a retread of Empire Strikes Back (ships chase through empty space while the main character trains with the old master on a wild planet). It seemed subversive just because ESB was subversive relative to ANH.

Complete with "this guy will help us" to "oh no, they betrayed us!"

Episode 8 was subversive because it had self aware moments "trolling" the audience throughout like Luke mocking the idea Rey (and the audience) thought he would pick up a lightsaber again.

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.


I mean, 8 was easily the most functional of the new trilogy, if a somewhat overly ambitious muddle, so that's a bad example.

There is a real problem with too many sequels and adaptations though.


8 is at least the fourth best Star Wars movie.

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.


If 8 had followed through on its narrative promises, it would have had a chance. But unfortunately, much like a modern LLM that exceeds its context window, it lost its way in the final act.

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.


You will still have Amazon, Apple, Paramount, Disney, and NetMax spending billions each on content and streaming and Sony being the mercenary creating content for the highest bidder.

WB under Discovery was already becoming an also ran and more financial engineering than a real company.


Does that mean the DCU Movies might get delayed or canceled?

One can only hope.

That's the only thing most people are looking forward to from WB!

Instead they’re a 20 part serial with about 5 mins of actual content per episode. Enjoy!

money is just this construct that we invented to distribute limited resources. why are we doing this?

Too many people are too obsessed in making some number in a database be as large as possible...

Maybe they should just play that paperclip game.


The Invisible Hand demands its tribute. It’s giving us the Invisible Middle Finger again.

Yeah, the reverse breakup fee is ~2.6B I believe, but the Paramount takeover doesn't have to succeed for that fee to kick in. WB just has to back out.

Right, but if it does succeed, does it then kick in?


Warner breakup fee is different. 2.8 billion.

Isn't this submission about Warner Bros Discover, which is a different entity? Seems to be about TV, not movies. But maybe I misunderstand, I did spend a whole of 20 seconds to skim the article...

It’s all one entity with subsidiaries for tv and movies, etc.

This has nothing to do with the Netflix bid.

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


The article bullet point referencing WB Discovery could mislead some into thinking that this takeover is only for the Discovery portion, but that's not the case. $30 would not be for Discovery only (as Netflix's bid is $27.75), it's for the whole kit and caboodle. Yes there are two entities, but/and Paramount wants it all, and the takeover intent is for both.

I've heard that what Kushner wants is CNN. If they could make CBS+CNN lean conservative like Fox, they pull off a potential to swing the country via news media.

That's a shitty gamble when online media is where it is at now a days. These big media networks are dinosaurs hanging on by a thread.

The people who vote are the people also glued to 24hr news.

Plus, they already own all of the online media. The important bits, anyway.


2028 is closer than you think. Dinosaur media still connect with dinosaur-voting audiences.

And none of this is serious money to the Saudis and MAGA billionaires. If controlling this media ekes out a couple of percent in the midterms, it’s money well spent. A few tens of billions against consolidating power and bigger grifts? High ROI investment.

It might be. But if you're doing a short-term political power play (rather than a business investment), it could be a good tactical spend. And it might be a smart business investment if the political power play works in such way that you can politically bend the business environment in your favor.

And a cheap spend if you can scrounge the money in some roundabout way from Uncle Sam.

I think that's over-simplifying it. Some YouTube personality (or whatever we want to call 'online media' that isn't just CNN's website) isn't going to be getting a Whitehouse press pass anytime soon.

There is a My Pillow network, and their person is in the Pentagon press pool.

https://lindelltv.com/lindelltv-press-corps/


You haven’t read about what’s going on at the Pentagon wanted the press to sign a release saying only approved content could be published? It was so onerous that even Fox News refused to sign. Now the press Corp is basically a bunch of right wing influencers.

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.


Oh, they absolutely are. As Leavitt promised at her first briefing, it’s been opened to: "independent journalists, podcasters, social media influencers, and content creators."

Yes, all of them right-wing chuds.

A lot of YouTube political influencers have more viewers than CNN.

Online media where they have x and Facebook already?

That’s not correct. Paramount wants everything (including the parts Netflix wants). Netflix wants just tv and movie studio. So the paramount hostile bid would be for the part Netflix wants and the part they don’t.

Netflix also wants HBO / HBO Max. They're just leaving the Discovery stuff.

Because WB owns what is left of Newline, that would include LotR and The Hobbit.

"What's left"?

New Line has been part of Warner since they merged with TBS in the mid 90s.


No, Newline was its own division of WB, but during the financial bubble bursting, and shortly after Golden Compass lost $100M they gutted it and drastically reduced their scope of operations. It's still technically its own division but now it's more of a sock puppet.

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.


The BBC Jonathan Strange & Mr Norrell miniseries is excellent. One of those times (others might include the original LOTR films and early Game of Thrones) where a genre adaptation wildly exceeded my expectations.

Yeah I'm pretty glad Newline biffed that one since we got this instead.

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.


I'm grateful we got Piranesi, which is one of my favorite books of the last few years. The audiobook is splendid.

the split is hbo+streaming platform on one side and pretty much everything else on the other (discovery, cablechannels, cnn)

That's conventionally called "studios+streaming" because the Warner Bros studio/brand is one of WBD's crown jewels. The way you've written it, someone could infer everything but HBO Max was going into "other." That's incorrect.

No. Breakup fes are for when the buyer backs out or theere are external forces that prevent the merger. You can also have a breakup fee if the buyee wants out but that's a different thing. In this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through.

> in this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through

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...


I assure you that Paramount has everything to do with things Paramount does, especially when it comes to purchasing prices and the numbers used to represent prices. Paramount is intimately involved with their own business, sometimes too involved.

This article is relating to Paramount's continued attempt to purchase WB despite Netflix announcing a deal with WB.


> Paramount has everything to do with things Paramount does

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.)


Thanks, this was more the gist of my question.



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