| Matthew Belloni
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Welcome back to What I’m Hearing, coming to you again the morning after its regularly
scheduled time. Apologies for the delay, but the Warner Bros. auction news keeps coming, and I needed to digest. (Honestly, now would be the time for Disney to drop its C.E.O. succession press release.)
Programming note: This week on The Town, analyst Peter Supino compared and contrasted the Paramount and Netflix bids for Warners;
Lucas Shaw and I debated the impact on the WB studio and HBO Max; Chapman University film school dean Stephen Galloway answered the Is it worth it? question; and Nielsen’s
Brian Fuhrer explained the recent spike in sports ratings. I also did a ton of TV hits on Netflix/WBD, but my hair probably looked worst on CNBC this morning.
Not a Puck member yet? Just click here. Got a news tip or an idea for me? Just reply to this email, text me or message me on Signal at 310-804-3198.
Discussed in this issue: John Malone, Michael Ovitz, Ted Sarandos, Joe Rogan, Jason Blum, Taylor
Swift, Aaron Moss, Jared Kushner, Andy Gordon, David Joyce, Greg Peters, Jimmy Kimmel, Francis Ford Coppola, Sydney Sweeney, Tim Wu, Lisa Taback, Bad Bunny, and… the Spirit Airlines of studios.
But first…
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Who Won the Week:
David Zaslav
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Who else? Regardless of whether Warner Discovery goes to Netflix or Paramount (see below), Zaslav wins—both
by salvaging a not-embarrassing outcome for shareholders and generating another grotesquely large payout for himself. Has a non-founder, non-aggregator ever made this much money in legacy media?
Runner-up: Jason Blum, who overcame the recent Blumhouse sequel slump and delivered a $64 million debut for Five Nights at Freddy’s 2, further evidence that video games are the new superheroes.
Honorable mention: Many believe FNAF2
generated the largest chasm between critics (15 percent) and audiences (87 percent) in the history of Rotten Tomatoes. Hopefully RT will gift a plaque for the Blumhouse lobby.
Runner-up honorable mention: Jimmy Kimmel, who was re-upped by Disney/ABC for another year despite the September blowup over his Charlie Kirk comments. Kimmel will likely do one-year deals from now on, and I’m guessing he stays through the 2028 election, if only
so he can outlast Trump.
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“David Zaslav giving PTA $150 million to make OBAA is like making your dog a steak before you put it
down.” —Alex Shephard, the New Republic writer, tweeting about the Warner Bros. sale.
Runner-up: “[I’m hosting] at the request of a certain television network.” —Donald Trump, claiming at the Kennedy Center Honors on Sunday that CBS asked him to host so the telecast would be “the highest-rated show that they’ve ever done.”
A
little more: No, CBS didn’t ask Trump to host, per a knowledgeable source, and given that this year’s Kennedy Center Honors air on December 23, without the NFL lead-in it had last year, ratings will probably be down from the 5.34 million live-plus-same-day viewers last year. But interestingly, the CBS deal to broadcast the show expires after this year, and I’m told the exclusive window to re-up has lapsed. Sources at possible suitors Disney/ABC, Netflix, and Amazon say they haven’t engaged on this
B-tier show either. But given that it seems to have become a Trump favorite, and that David Ellison attended Sunday’s event in the president’s box, maybe CBS can overpay to pick up the show and pay Trump $20 million a year to host it.
Speaking of Trump graft, now here’s the latest in World War WBD…
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If Warner Bros. Discovery rejects Paramount’s latest (and very hostile) bid, I’m told that
David Ellison will almost certainly offer more. Will Netflix go even higher? Where does it end? Will Trump choose a favorite? The streaming giant has restless shareholders, and Ellison does not.
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| Matthew Belloni
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So, who’s gonna get Warner Bros.? Hard to go anywhere in town right now without getting asked, right? But
beyond the egos and the all-cash offers and the ridiculous Trump tantrums dominating the hard-to-believe headlines, the fact remains that even after the Warner Discovery board approved a landmark $72 billion sale to Netflix, nobody knows what’s gonna happen.
Certainly not David Ellison, who is managing to do the impossible: simultaneously make David Zaslav look like a genius and allow Netflix, the ruthless engagement machine and
destroyer of movie theaters, to appear kinda sympathetic in the eyes of Hollywood. After Ellison went hostile yesterday with Paramount’s $77.9 billion bid for WBD—his sixth overture so far—he took his jilted-lover relationship-salvage crusade to an investor call and CNBC. “We’re really here to finish what we started,” Ellison told David Faber, still sounding like Kendall Roy in his shock at having been outmaneuvered by Netflix. Ellison reminded
everyone—especially Zaslav and his Warner Discovery board and shareholders—that the company wouldn’t even have been in play without him and his very powerful father deciding that one studio wasn’t enough in the first place. Now all those shareholders need to do is simply tear up a signed Netflix deal and its paltry $27.75-per-share cash-and-stock offer and accept Paramount’s clearly superior $30-per-share bid. Just ignore the $24 billion in Saudi and other
Middle East financing. Who doesn’t have billions of dollars of Saudi money these days, right?
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A MESSAGE FROM OUR SPONSOR
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What I'm Hearing is sponsored by HBO Documentary Films, presenting The Alabama Solution. With unprecedented access and footage captured on contraband cell phones, this gripping documentary exposes a hidden world of violence, corruption, and resistance inside one of America’s deadliest prisons. Directed by Andrew Jarecki and Charlotte Kaufman, The Alabama Solution is a powerful blend of immersive storytelling and investigative journalism. Called “vital
reporting” by the Los Angeles Times and “jaw-dropping” by IndieWire, the film is Oscar®-eligible for Best Documentary Feature. The Alabama Solution — now streaming on HBO Max.
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As Ellison was complaining about a rigged process while simultaneously touting a smooth regulatory path for
his own rigged process, Netflix co-C.E.O.s Ted Sarandos and Greg Peters happened to be appearing at a UBS conference, where they were given the opportunity to sound like the adults in the room, at least comparatively. Sarandos clarified that he will maintain the current theatrical windows for Warner Bros. movies and keep making TV shows for rival services. “We didn’t buy this company to destroy that value,” Ted insisted. Do you believe him? No? Why are
you laughing and crying hysterically at the same time?
Sarandos is certainly not as convincing on this topic as Ellison, whose pledge to release 30 movies a year in theaters is at least grounded in how he’s currently managing Paramount. No matter. As Paramount C.O.O. Andy Gordon dropped the bomb that the combined company planned $6 billion in “synergies” (a.k.a. firings and cost cuts)—that’s on top of the $3 billion in firings and cost cuts after Skydance took
over Paramount this fall—Sarandos took an easy swing. “Where do you think synergies come from?” he asked. “Cutting jobs. We’re not cutting jobs, we’re making jobs.”
To that point, Ted declared that his plan only calls for about $2 billion to $3 billion in synergies. Not a small number, but Netflix will save by not having to pay to put Superman, Friends, and other Warners content on Netflix—which qualifies as good news these days. That “should make the [Netflix]
deal more favorable from the industry participants’ and regulators’ perspectives,” analyst David Joyce of Seaport Research wrote in a note yesterday, mirroring the Netflix messaging: The Netflix deal is better for Hollywood; the Paramount deal is better for the Ellisons.
Maybe most embarrassing, Ellison filed a factual timeline with the S.E.C. that tracked the breakdown of the Paramount-Warners courtship in excruciating detail. Hours after Ellison’s lawyers sent
that December 4 letter calling B.S. on the sale process and eviscerating Zaslav for favoring one bidder over another, Ellison sent a cringey makeup text to the Warner Discovery C.E.O., desperately trying to woo him back. “Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company,” Ellison wrote. “It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. …you will see that my father and I are
the people you had dinner with.”
Honor of a lifetime? Okay… Like a creeped-out Hinge date, Zaslav never responded. It’ll be interesting to see Warners’ side of this story when the company puts out its version of events in the next week or so. They’re still pushing the narrative that the centibillionaire-backed Paramount bid was flawed, and that the promises of billions in family financing weren’t totally real in the end. Regardless of whether Ellison’s new tender offer is
actually better than the Netflix deal—a big if—the whole bid-measuring contest is based on the very subjective measure of valuing the WBD cable networks that Netflix isn’t buying. Are they worth $1 per share, as Ellison claims? Or much more, as Zaslav and his board hopes? Analyst Michael Morris of Guggenheim estimated between $2.50 and $3.50 per share, “which would put Netflix’s $27.75 bid modestly above $30 per share.”
Could they be worth even more? The
best comp for assets like CNN, TNT, and TBS might be the Versant channels that are about to be spun off by Comcast. But AMC Networks is another, albeit smaller group of melting icebergs that might soon become very relevant to the Warners discussion. (Disclosure: On account of our recent acquisition of Air Mail, Zaslav is a de minimis investor in Puck.)
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The Netflix deal may be better for Hollywood, but is it better for Netflix? Bidding wars are
generally, uh, bad for buyers, and the company’s share price has dropped another 5 percent or so since Ellison went hostile, to its lowest point since April. Netflix has lost around $140 billion in market value since mid-September, when the prospect of a bid for Warners first arose. Why, again, is Netflix doing this? These aren’t must-have assets. Investors are clearly nervous about this deal, and especially whether Sarandos and Peters will continue to bid up the price if Ellison
does.
Trump says he wants Warners to go to the “highest bidder” and that he’s now “neutral” on who buys what. Please, stop laughing and crying. Has Trump ever been neutral on anything? It must be maddening for Ellison and the Netflix guys to know that the president will likely determine whether government regulators hold up their deal via litigation. It’s hard to believe Larry Ellison’s long-term relationship (and campaign dollars) won’t ultimately win the
president’s support—and perhaps a directive to Attorney General Pam Bondi to leave a Paramount-Warners deal alone. David is said to have made promises of “sweeping changes” at CNN if Paramount takes over, and Larry reportedly called Trump to complain about the Netflix winning bid. You don’t do that unless you expect some kind of thumb to be applied to the scale on your behalf. And with Jared Kushner’s fund participating in the Ellison bid, Trump will have a
rooting family interest as well. The president has shown over and over that he will insert himself into situations to extract something for himself, politically or financially. Why would this process be any different—especially after Ellison opened the door to meddling with the Paramount acquisition?
Still, for a guy who openly campaigned for Kamala Harris in 2024 and whose wife was an Obama fundraiser and ambassador, Sarandos has done a nice job cozying
up to Trump. But even Trump must see that a Justice Department action against the world’s dominant streamer hoovering up a rival in HBO Max is an easier case than two legacy studios smashing together. Maybe Sarandos could offer Trump a post-presidency production deal similar to the Obamas’ Higher Ground. Or Ellison could just cut to the chase and gift Trump 25 percent of Rush Hour 4. I’m half-kidding.
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A MESSAGE FROM OUR SPONSOR
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What I'm Hearing is sponsored by HBO Documentary Films, presenting The Alabama Solution. With unprecedented access and footage captured on contraband cell phones, this gripping documentary exposes a hidden world of violence, corruption, and resistance inside one of America’s deadliest prisons. Directed by Andrew Jarecki and Charlotte Kaufman, The Alabama Solution is a powerful blend of immersive storytelling and investigative journalism. Called “vital
reporting” by the Los Angeles Times and “jaw-dropping” by IndieWire, the film is Oscar®-eligible for Best Documentary Feature. The Alabama Solution — now streaming on HBO Max.
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How high will they go? $32? $35? If Warners rejects his latest bid, Ellison will almost certainly offer more,
I’m told. Will Netflix match or exceed that offer? Netflix has restless shareholders. Ellison controls Paramount and does not. Remember, Warner Discovery was trading at less than $10 before the sale chatter began. Pretty amazing.
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Amazing for Zaslav, of course. This whole situation cements his status as one of the luckiest media
executives ever. The guy was paid hundreds of millions of dollars to steer Discovery Communications toward a digital cliff. Then, when he got too close to that cliff, he and John Malone managed to hitch Discovery to the much sexier Warner Bros. and HBO Max, only to realize almost immediately after debuting in April 2022 that the collective debt and falling TV revenue of the company threatened to sink the whole venture.
Hence the separation of assets, which ultimately led
to Netflix’s interest in the good parts. Now, after firing thousands and destroying two-thirds of the company’s value, Zaslav is poised for one of the all-time grotesque paydays in a hall-of-fame career of grotesque paydays. He currently owns more than 4.2 million shares of the company, per CNBC, citing Equilar numbers. He’s got another
6.2 million shares coming, and a grant of almost 20.9 million options with a strike price of $10.16. You can do the math. If the Netflix deal happens at $27.75 per share, that’s more than $550 million for Zaz. If Ellison succeeds with his $30-per-share bid for the whole company, or if the Ellisons go even higher—clutch your pearls—Zaslav’s personal windfall would spike even further. Bloomberg
declared he’ll be one of the “rare non-founder executives to reach $1 billion in net worth.” Forget non-founder, he’s actually a non-builder. When the book about late-stage Hollywood is written, Zaslav has secured his spot on the cover.
For WBD shareholders, the sale process has brought a similar
cashout. But remember, many of these investors have ridden the stock down from its $24 launch price. And even with the recent spike, WBD is still way off from what the S&P 500 gained during the 3.5-year tenure of this company. Yet Zaz still gets paid. Always. At this point it’s worth listing the members of the Warner Discovery compensation committee, which continues to enable this kind of piggish value extraction: Redpoint Ventures’ Geoffrey Yang, Scripps’ Ken
Lowe, former BET chief Debra Lee, banker Richard Fisher, and Paul Gould, its chair. Gould is also a top executive at Allen & Company, Zaslav’s go-to bank, which has generated millions and millions of dollars in fees from his corporate machinations over the years. Allen, along with J.P. Morgan and Evercore, is representing Warner Discovery in the Netflix deal. I’m sure Gould’s intertwining business interests with Zaslav have
nothing to do with his willingness to tolerate outsize compensation. “He got criticized for a long while for being overpaid but a lot of that was phony,” Malone insisted to the Journal recently.
That’s true… in part. In 2021, Zaslav’s pay package at Discovery was valued at $246.6 million thanks to stock options granted in conjunction with closing the Warner-Discovery transaction, much of which never amounted to anything. But a lot of the comp wasn’t tied to stock performance. Remember, when the Warner Discovery stock began tanking, the board switched up his comp plan to reward free cashflow and debt
reduction—a metric he could control with layoffs and cost cuts—rather than the stock price. The result: Zaslav made $51.9 million last year, including a cash bonus of $23.9 million, when the company posted a punishing $11.5 billion net loss. Irate shareholders voted against the package—to which Zaslav and the compensation committee extended a collective middle finger.
Now it’s happening again… but way more brazenly, with Zaslav getting all that equity right around the time the company
will be sold. The board even altered his contract to make sure he’d be paid for a “reverse spinoff”—exactly the kind of pre-split transaction that Netflix envisions. Obscene media executive pay is nothing new, of course. Viacom, Paramount’s predecessor, paid Philippe Dauman and then Bob Bakish hundreds of millions of dollars to run the company into the ground. But Zaslav has a particular talent for remaining employed while extracting far more from his
companies than his much more successful peers. Now, as the streaming company of Hollywood’s future and the world’s second-richest man have both decided they need Warner Bros.’ assets, Zaz is poised for the biggest cash grab of them all.
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My colleagues Peter Hamby and Eriq Gardner had a smart back-and-forth on
the regulatory issues of the Netflix/Warners deal. [Puck]
Bill Cohan ran the numbers on the Ellisons’ hostile bid.
[Puck]
Is the next step for Netflix to buy the struggling Six Flags and slowly convert the roller coasters to Stranger Things and Wednesday rides?
[Bloomberg]
Antitrust professor Tim Wu argues that both the scenarios for Warner Bros. are “illegal.”
[N.Y. Times]
The L.A. Times finally realized that the Golden Globes ethics problems are way worse now than when the paper shamed the HFPA out of existence.
[L.A. Times]
More Globes: Odd to see people upset that Joe Rogan wasn’t nominated in the best podcast grift—sorry, innovative new category. Rogan didn’t submit, according to a screenshot of the voter portal that I saw. Neither did The Daily, the Times’s news pod that seemed like a shoo-in. In fact, only 19 of the 25 “shortlisted” podcasts paid the fee to be included on the portal and eligible for voters,
which means the actual six nominees can claim to be better than only 13 other pre-selected pods. Congrats.
Betty Boop is escaping copyright protection, according to Aaron Moss’s annual Public Domain Day tracker. [Copyright Lately]
Francis Ford Coppola got $10.8 million for his F.P. Journe FFC Prototype
watch, highest for a U.S. timepiece since 2004, and it will still pay off only a fraction of his Megalopolis losses. [Puck]
These pics of Mike Ovitz’s house/gallery triggered P.T.S.D. from the time I visited for a story and nearly spilled Diet Coke on a priceless African mask.
[N.Y. Times]
Zootopia 2 just became the first movie to draw legal scrutiny for portraying someone as being nice. [N.Y. Times]
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Comments keep pouring in on the topic of you-know-what. Some examples…
“Warner Bros. is the
Spirit Airlines of studios. The antitrust crowd got a judge to block its merger with JetBlue, and then it filed for bankruptcy twice. So many of my peers are living in the past and believe companies last forever. Most don’t, let’s just find a good home for it and move on.” —An agent
“Zaslav’s reassurance in the Warners town hall was hardly reassuring: The ‘intention’ is that they want to keep most people… ‘Expects’ and ‘intention’ say what? What Zaslav expects is a payday that
will make him a billionaire, but hardly comforting if you work at Warners—unless you have major stock options.” —A producer
“It’s great for Zaz: He gets to keep his job for a few years, and then [the deal] either happens or not. It’s great for Netflix: They freeze a competitor, and worst case is they write a check in a few years. But it’s awful for the industry and eliminates a potentially formidable competitor.” —A banker
“Not a chance the White House doesn’t
require a pound of flesh here to let it happen. It’s just too big. This could go on longer than The Irishman.” —An investor
“Netflix makes no sense [for Warners] unless they see problems with the future of their business model that they haven’t shared to date. They don’t need HBO Max unless they feel that they are tapping out on sub/pricing growth. They don’t need a studio unless they are worried about long-term access to content. And while they would probably like to
have access to WBD I.P., they would be seriously overpaying for that (particularly given that Disney paid roughly $15 billion in total for Star Wars, Marvel, and Pixar).” —An executive
“In 10-20 years, when the architects of the neo-fascist America First movement are put on trial for treason, all of the cowardly executives and agents who sold the entertainment industry to Silicon Valley oligarchs and Middle Eastern despots will claim that they were just doing what they
were told. They may be powerful now, but they are cementing themselves in history as collaborators.” —Another producer
“If One Battle or Sinners wins best picture, will Ted and Lisa [Taback, head of awards] claim it as Netflix finally having their Oscars breakthrough?” —Another executive
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Sydney Sweeney’s The Housemaid and the Anaconda reboot are both coming on
strong, according to The Quorum’s early tracking chart…
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Finally Finally… One
Fun Thing…
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I get asked a lot about the metrics for The Town. Here’s some data from my Spotify Wrapped 2025…
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- - 4.6 million total plays
- 149,000 in total audience, up 28 percent from 2024 - 73,600 listeners ranked The Town in their Top 10 - 14,700 listeners ranked The Town their top show - Top episode: “Jimmy Kimmel vs. the FCC: Can Disney Escape This Mess?” September 18 - Top recording artists for fans of
The Town: Taylor Swift, Kendrick Lamar, Bad Bunny
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Thanks to everyone for listening!
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Have a great week, Matt
Got a question, comment, complaint, or a good title for the eventual
HBO movie based on the eventual book about the eventual Warner Bros. sale? Email me at Matt@puck.news or call/text me at 310-804-3198.
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