**John Coogan** (0:00)
You're watching TBPN.
**Jordi Hays** (0:02)
Today is Tuesday, December 9th, 2025
Just a few days until Christmas. We're so excited. We're live from the TBPN Ultra Dome, the Temple of Technology, the Fortress of Finance, the Capitol of Capital. No travel until Christmas, baby. No travel until the New Year. We're in the Ultra Dome, hanging out. We're monitoring the situation. We're monitoring the Paramount, Netflix, Warner Brothers situation, because this is one of the most fascinating deals. The deal has gone hostile. Paramount has launched a hostile bid to acquire Warner Brothers. It's an all cash offer, 77.9 billion. Really, really. It's a fun one because I feel like it's obviously tech adjacent, but it's not the story that people have been monitoring all year. We've been talking about foundation models. That whole story has just gotten a little bit stagnant.
**John Coogan** (0:52)
Seed Media said they got tired of not getting enough attention.
**Jordi Hays** (0:55)
Exactly.
**John Coogan** (0:55)
So let's spice it up a little bit.
**Jordi Hays** (0:56)
Let's spice it up. Here's something new to learn about. So everyone's having fun. Everyone's learning new things. And I could tell because when I came in today, I had a bunch of questions that people were throwing at me about how all of this works.
Why isn't Warner Brothers just going with the highest price? Like when I sell a stock, I don't care if Citadel or Jane Street's buying it.
If I'm selling 80 bucks of stock, just give me the best price. But when you're selling an 80 billion dollar company, there are other considerations. And it goes beyond just maximizing shareholder value. And so I wanted to break down a few of those. So I did that in today's newsletter. We can run through that and then we can run through some of the news. Perfect. But first, let me tell you about RAMP. Time is money. Save both. Easy to use corporate cards, bill payments, accounting, and a whole lot more all in one place. So this question, it seems obvious. The board has a fiduciary duty to maximize shareholder value. That's legal requirement to take the higher offer. And yet, that's not what's happening. Like yesterday, we saw that Ellison and Paramount came in with over 100 billion. Of course, that included the CNN, the TV assets. But even when you broke it out, it seemed like it was very clear that Ellison was willing to pay more money and make a higher offer. So under what circumstances can a board whose job it is to maximize shareholder value not take the higher offer? They can't just be whoever we had the better dinner with, right, which is part of the news, of course. They went out to dinner and Paramount CEO David Ellison sent a text to David Zaslov, who's running Warner Brothers, after they made a hostile bid today to buy Warner Brothers. And David text the other David and says, David, but I guess he misspelled his name, even though that's his name, which is just funny. But anyway, he says, I appreciate your underwater today, so I wanted to send you a quick text. Know that despite the noise of the last 24 hours, I have nothing but respect and admiration for you and the company. It would be the honor of a lifetime to be your partner and to work and to be the owner of these iconic assets. He's talking about Foghorn Leghorn. He's talking about Porky Pig. He's also talking about Batman and Superman, obviously, and Harry Potter and Lord of the Rings and a million other iconic assets, which is true. If we have the privilege to work together, you will see that my father and I are the people you had dinner with, which I like that. I think that's cool. They had dinner.
**John Coogan** (3:25)
It's a fantastic text.
**Jordi Hays** (3:26)
Yes. It's a great one.
Quickly, let me tell you about Julius AI. The AI data analyst that works for you. Join millions who use Julius to connect their data, ask questions, and get insights in seconds. So, there are two main reasons why you don't just take, why your size might not be size. Directors at a company like Warner Brothers, they have to maximize shareholder value, but maximizing shareholder value is an expected value calculation. So if you come in with a $100 billion offer, and I think there's a 75% chance that you're gonna deliver that, and someone else comes in with an $80 billion offer, and I think there's a 100% chance that they're gonna deliver that, well, the expected value of your bid is $75 billion, the expected value of their bid is $80 billion. I go with the $80 billion, even though it's like a lower headline number, it has a higher...
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