Debt-laden Warner Bros. Discovery and Paramount consider merger

Game of Thrones
Enlarge / Media firms are looking for allies to help them take the coveted media throne.

The CEOs of Warner Bros. Discovery (WBD) and Paramount Global discussed a potential merger on Tuesday, according to a report from Axios citing “multiple” anonymous sources. No formal talks are underway yet, according to The Wall Street Journal. But the discussions look like the start of consolidation discussions for the media industry during a tumultuous time of forced evolution.

On Wednesday, Axios reported that WBD head David Zaslav and Paramount head Bob Bakish met in Paramount’s New York City headquarters for “several hours.”

Zaslav and Shari Redstone, owner of Paramount’s parent company National Amusements Inc (NAI), have also spoken, Axios claimed.

One of the publication’s sources said a WBD acquisition of NAI, rather than only Paramount Global, is possible.

Talks to unite the likes of Paramount’s film studio, Paramount+ streaming service, and TV networks (including CBS, BET, Nickelodeon, and Showtime) with WBD’s Max streaming service, CNN, Cinemax, and DC Comics properties are reportedly just talks, but Axios said WBD “hired bankers to explore the deal.”

It’s worth noting that WBD will suffer a big tax hit if it engages in merger and acquisition activity before April 8 due to a tax formality related to Discovery’s merger with WarnerMedia (which formed Warner Bros. Discovery) in 2022.

A union of debts

Besides the reported talks being in very early stages, there are reasons to be skeptical about a WBD and Paramount merger. The biggest one? Debt.

The New York Times notes that WBD has $40 billion in debt and $5 billion in free cash flow. Paramount, meanwhile, has $15 billion in debt and a negative cash flow. Zaslav has grown infamous for slashing titles and even enacting layoffs to save costs. But WBD is eyeing greener pastures and declared Max as “getting slightly profitable” in October. Adding more debt to WBD’s plate could be viewed as a step backward.

Additionally, Paramount is even more connected to old, flailing forms of media than WBD, as noted by The Information, which pointed to two-thirds of Paramount’s revenue coming from traditional TV networks.

Antitrust concerns could also impact such a deal.

WBD stocks closed down 5.7 percent, and Paramount’s closed down 2 percent after Axios’ report broke.

Of course, these details about a potential merger may have been reported because WBD and/or Paramount want us to know about it so that they can gauge market reaction and/or entice other media companies to discuss potential deals.

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