CBS Sports Parent Gets 7 Days to Make ‘Best and Final’ Offer for WBD

TNT Sports parent company Warner Bros. Discovery is giving Paramount another chance to make its case for an acquisition, at least briefly pivoting from weeks of firm resistance.

WBD said Tuesday that it gained from Netflix a limited waiver to engage in seven days of talks with Paramount, the CBS Sports parent company. During that period, Paramount will have the ability to “make its best and final offer,” while “WBD will engage with [Paramount] to discuss the deficiencies that remain unresolved and clarify certain terms of Paramount’s proposed merger agreement.”

The WBD board continues to recommend a separate deal with Netflix for WBD’s studio and streaming businesses, a pact originally struck in December, worth $83 billion, and recently converted to an all-cash structure. Netflix also has matching rights for any competing deal that might emerge. The latest move, however, shows a new openness from WBD that hasn’t existed while Paramount has made a series of unsuccessful and hostile offers to buy all of the company. 

The limited waiver expires Feb. 23. A special meeting of WBD shareholders, meanwhile, is set for March 20, during which a vote on the Netflix merger is planned. 

“A senior representative for Paramount informed a WBD Board member that, if the WBD Board authorized discussions, Paramount would agree to pay $31 per share and that the offer was not Paramount’s ‘best and final’ proposal,” WBD said Tuesday. “This price, along with several other matters that Paramount stated it would address in its Feb. 10 letter, are not reflected in the latest merger agreement that Paramount proposed.”

That price is up from Paramount’s prior offers of $30 per share for all of WBD. 

Questions and ‘Antics’

WBD CEO David Zaslav said that “throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders. … We are engaging with Paramount now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty.”

Netflix, for its part, remains dismissive of Paramount’s efforts.

“While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by Paramount’s antics,” Netflix said in a statement. “Accordingly, we granted WBD a narrow, seven-day waiver of certain obligations under our merger agreement to allow them to engage with Paramount to fully and finally resolve the matter.”

The fate of TNT Sports hangs in the balance, as it has throughout this entire saga. In the Netflix deal, the operation would separate from WBD as part of a planned Discovery Global spin-off and embark on a separate, independent path from the WBD assets acquired by Netflix. In a Paramount deal, though, the entire company would be acquired, and the TNT Sports operations would be blended with those of CBS Sports.