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By Steve Gorman and Jane Ross LOS ANGELES, Dec 17 (Reuters) – The younger son of Hollywood filmmaker and political activist Rob Reiner made his first court appearance on Wednesday for the two murder charges he faces in the stabbing deaths of his parents, who were found slain in their Los Angeles home over the weekend.  The arraignment was delayed until January 7 and Nick Reiner, 32, did not enter a plea. Bearded and wearing a blue protective vest, he made the court appearance three days after his arrest and a day after he was charged with one of the most shocking celebrity homicide cases in the city's history. He is accused of fatally stabbing his parents, actor-director Rob Reiner, 78, and photographer-producer Michele Reiner, 70, in the early morning hours of Sunday in the affluent west LA neighborhood of Brentwood, then fleeing the scene. The couple's bodies were discovered Sunday afternoon. Nick Reiner, who has publicly acknowledged a years-long struggle with drug addiction, was arrested that night in a downtown Los Angeles park near the University of Southern California campus. Authorities said he was taken into custody without incident, and was booked on suspicion of murder into a downtown jail, where he remains held with bond. If convicted as charged, Reiner would face life in prison without the possibility of parole, or the death penalty. District Attorney Nathan Hochman said prosecutors have yet to decide whether to seek the death sentence. California has had a moratorium on carrying out the death sentence since 2019. Capital punishment remains on the books in California, but nobody has been put to death in the state since 2006, and Governor Gavin Newsom in 2019 gave an executive order instituting an indefinite moratorium on executions. According to prosecutors, a knife was used in the Reiner killings, but few other details were given about the circumstances of the slayings. Authorities have made no mention of a possible motive or whether drug use was a factor. Various news media outlets have reported that Nick Reiner quarreled heatedly with his parents on Saturday night at a holiday party hosted by comedian Conan O'Brien.      Asked whether investigators had recovered the murder weapon, Hochman said on Tuesday that would be revealed in court. Autopsies, once completed, will determine the precise cause, manner and times of death, officials said. Nick Reiner, the younger of the couple's two sons and their middle child, has spoken of being in and out of drug rehab facilities since he was 15 and periods of homelessness that occurred when he refused to seek treatment for his addictions. Those experiences inspired the movie "Being Charlie," co-written by Reiner and his father. As an actor, Rob Reiner was best remembered for his role on the TV comedy "All in the Family" as Mike "Meathead" Stivic, the son-in-law and liberal foil of the lead character, working-class bigot Archie Bunker, played by Carroll O'Connor. Reiner went on to a prolific Hollywood career as a filmmaker, directing such popular movies as "This Is Spinal Tap," "The Princess Bride," "When Harry Met Sally…," "Stand by Me," "A Few Good Men," "Misery" and "The American President."   His final film, a sequel to the mockumentary "This Is Spinal Tap" was released this year, 41 years after the original. His wife, Michele, was at one time a photographer who captured the image of Donald Trump that appears on the cover of his book "Trump: The Art of the Deal." She and Rob Reiner met while he was directing "When Harry Met Sally" and wed in 1989. Rob Reiner, a native of New York City and son of the late comedy writer and actor Carl Reiner, also was well known for his political activism and as a supporter of the Democratic Party. He was first married to Penny Marshall, who starred in the TV sitcom "Laverne & Shirley," and was also a producer and director. He was the adoptive father to Marshall's daughter. (Reporting by Steve Gorman and Jane Ross in Los Angeles; Additional reporting by Rich McKay and Brad Brooks; Editing by David Gregorio)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

By Steve Gorman and Jane Ross LOS ANGELES, Dec 17 (Reuters) – The younger son of Hollywood filmmaker and political activist Rob Reiner made his first court appearance on Wednesday for the two murder charges he faces in the stabbing deaths of his parents, who were found slain in their Los Angeles home over the weekend.  The arraignment was delayed until January 7 and Nick Reiner, 32, did not enter a plea. Bearded and wearing a blue protective vest, he made the court appearance three days after his arrest and a day after he was charged with one of the most shocking celebrity homicide cases in the city's history. He is accused of fatally stabbing his parents, actor-director Rob Reiner, 78, and photographer-producer Michele Reiner, 70, in the early morning hours of Sunday in the affluent west LA neighborhood of Brentwood, then fleeing the scene. The couple's bodies were discovered Sunday afternoon. Nick Reiner, who has publicly acknowledged a years-long struggle with drug addiction, was arrested that night in a downtown Los Angeles park near the University of Southern California campus. Authorities said he was taken into custody without incident, and was booked on suspicion of murder into a downtown jail, where he remains held with bond. If convicted as charged, Reiner would face life in prison without the possibility of parole, or the death penalty. District Attorney Nathan Hochman said prosecutors have yet to decide whether to seek the death sentence. California has had a moratorium on carrying out the death sentence since 2019. Capital punishment remains on the books in California, but nobody has been put to death in the state since 2006, and Governor Gavin Newsom in 2019 gave an executive order instituting an indefinite moratorium on executions. According to prosecutors, a knife was used in the Reiner killings, but few other details were given about the circumstances of the slayings. Authorities have made no mention of a possible motive or whether drug use was a factor. Various news media outlets have reported that Nick Reiner quarreled heatedly with his parents on Saturday night at a holiday party hosted by comedian Conan O'Brien.      Asked whether investigators had recovered the murder weapon, Hochman said on Tuesday that would be revealed in court. Autopsies, once completed, will determine the precise cause, manner and times of death, officials said. Nick Reiner, the younger of the couple's two sons and their middle child, has spoken of being in and out of drug rehab facilities since he was 15 and periods of homelessness that occurred when he refused to seek treatment for his addictions. Those experiences inspired the movie "Being Charlie," co-written by Reiner and his father. As an actor, Rob Reiner was best remembered for his role on the TV comedy "All in the Family" as Mike "Meathead" Stivic, the son-in-law and liberal foil of the lead character, working-class bigot Archie Bunker, played by Carroll O'Connor. Reiner went on to a prolific Hollywood career as a filmmaker, directing such popular movies as "This Is Spinal Tap," "The Princess Bride," "When Harry Met Sally…," "Stand by Me," "A Few Good Men," "Misery" and "The American President."   His final film, a sequel to the mockumentary "This Is Spinal Tap" was released this year, 41 years after the original. His wife, Michele, was at one time a photographer who captured the image of Donald Trump that appears on the cover of his book "Trump: The Art of the Deal." She and Rob Reiner met while he was directing "When Harry Met Sally" and wed in 1989. Rob Reiner, a native of New York City and son of the late comedy writer and actor Carl Reiner, also was well known for his political activism and as a supporter of the Democratic Party. He was first married to Penny Marshall, who starred in the TV sitcom "Laverne & Shirley," and was also a producer and director. He was the adoptive father to Marshall's daughter. (Reporting by Steve Gorman and Jane Ross in Los Angeles; Additional reporting by Rich McKay and Brad Brooks; Editing by David Gregorio)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

By Dawn Chmielewski and Milana Vinn LOS ANGELES, Dec 17 (Reuters) – Warner Bros Discovery's board spurned Paramount Skydance's $108.4 billion hostile takeover bid on Wednesday, calling the offer "illusory" as it accused the studio giant of misleading shareholders about its financing. Paramount and Netflix have been in a race to win control of Warner Bros, and with it, its prized film and television studios, HBO Max streaming service and franchises like "Harry Potter." After Warner Bros accepted the streaming giant's offer, Paramount launched a hostile offer to outdo that bid. In a letter to shareholders on Wednesday, the Warner Bros board wrote that Paramount had "consistently misled" them by saying its $30-per-share cash offer was fully guaranteed, or "backstopped," by the Ellison family, led by billionaire and Oracle co-founder Larry Ellison.  "It does not, and never has," the board wrote of the guarantee of Paramount's offer, noting that the offer posed "numerous, significant risks." The board said it found Paramount's offer "inferior" to the merger agreement with Netflix. Netflix's $27.75 per share cash-and-stock offer for Warner Bros' unit is a binding agreement that requires no equity financing and has robust debt commitments, the board wrote. The offer could be terminated or amended at any time prior to the deal's completion, which is not the same as a binding merger agreement, the board said. Warner Bros has not yet set a date for a shareholder vote on the deal but it is expected to happen sometime in spring or early summer, its Chairman Samuel Di Piazza said in an interview with CNBC. The Ellisons have cited their relationship with U.S. President Donald Trump as a reason why the deal would face an easier regulatory path. PARAMOUNT SAYS ITS OFFER IS SUPERIOR Paramount accused Warner Bros of hiding behind a "cloud of obfuscation" and said its all-cash bid provides more certainty against the "market fluctuations" than Netflix's cash-and-stock offer, which has been reduced by a drop in its share price. "Our proposal clearly offers WBD shareholders superior value and certainty, a clear path to close, and does not leave them with a heavily indebted sub-scale linear business," Paramount CEO David Ellison said. Meanwhile, Netflix is in talks with the U.S. Department of Justice and the European Commission, its other co-CEO Greg Peters told CNBC, while expressing confidence in how regulators would view the deal. Warner Bros shares fell 1.2% to $28.5, while Netflix gained 2.5% and Paramount fell 4.8%. A spokesperson for Affinity Partners – the investment firm run by U.S. President Donald Trump's son-in-law Jared Kushner -confirmed it was no longer part of Paramount's bid, saying the "dynamics of the investment have changed significantly" since it joined in October. HEATED BATTLE Netflix has told Warner Bros it would keep releasing the studio's films in cinemas to ease fears that its deal would eliminate another studio and major source of theatrical films, according to people familiar with the matter.  Paramount last week took its case directly to Warner Bros shareholders, arguing it has arranged "air-tight financing" to support its bid, with $41 billion in new equity assured by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi and Apollo. Warner Bros board countered that Paramount's latest offer includes an equity commitment "for which there is no Ellison family commitment of any kind," but rather the backing of "an unknown and opaque" Lawrence J. Ellison Revocable Trust, whose assets and liabilities are not publicly disclosed and are subject to change. "Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was…the Ellison family has chosen not to backstop the PSKY offer," the Warner Bros board wrote. "A revocable trust is no replacement for a secured commitment by a controlling shareholder." WARNER BROS QUESTIONS PARAMOUNT'S CREDITWORTHINESS Paramount has submitted a total of six bids to acquire the entire Warner Bros studio, including its television networks, including CNN and TNT Sports.  It has said the Ellison family trust – which Paramount says contains more than $250 billion in assets including about 1.16 billion shares of Oracle – is more than adequate to cover the equity commitment.  Warner Bros has raised doubts about Paramount's financial condition and creditworthiness. The offer relies on a seven-party, cross-conditional structure, with the Ellison Revocable Trust providing just 32% of the required equity commitment while capping its liability at $2.8 billion, Warner Bros said. It noted that the trust's assets could be withdrawn at any time.  "The PSKY offer provides an untenable degree of risk and potential downside for WBD shareholders," the board wrote. CONCERNS ABOUT PARAMOUNT'S DEBT LEVELS  The Warner Bros board noted that Netflix has an investment-grade rating and a market value exceeding $400 billion, while Paramount has a $15 billion market capitalization and a credit rating "a notch above 'junk.' A combination would leave Paramount with a debt ratio of 6.8 times its operating income "with virtually no current free cash flow." The bidder would also impose what Warner Bros said would be "onerous operating restrictions" on the company, during the potentially lengthy period between signing and closing, including limits on new content licensing deals. Paramount's plan to achieve $9 billion in "synergies" across the two studios was described as "ambitious", the Warner Bros board said, and would represent a new round of job losses that "would make Hollywood weaker, not stronger." Warner Bros' board dismissed Paramount's charges of unfairness – set forth in a filing by Paramount last week – saying it held dozens of calls and meetings with the studio's principals and advisors, including four in-person meetings and meals with CEO David Zaslav and Paramount CEO David Ellison, or his father, Larry Ellison. "After each bid, we informed PSKY of the material deficiencies and offered potential solutions," the Warner Bros board wrote. "Despite this feedback, PSKY has never submitted a proposal that is superior to the Netflix merger agreement." ​ (Reporting by Dawn Chmielewski in Los Angeles, Milana Vinn in New York, Additional reporting by Aditya Soni in Bengaluru; Editing by Sayantani Ghosh, Raju Gopalakrishnan and Arun Koyyur)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

Dec 17 (Reuters) – California has awarded tax credits to 28 new movie projects, including Oscar-winning director Ang Lee's upcoming film and rapper Snoop Dogg's biopic, as Hollywood's home state seeks to bolster local production and stem a years-long shift to other regions.  The projects, which include productions from indie studios and legacy players such as NBCUniversal and Twentieth Century Studios, will collectively deliver $562 million in economic activity in the state, the California Film Commission said on Wednesday.  The announcement comes months after California boosted its annual tax incentives program for film and TV production to $750 million from $330 million as part of a broader tax bill signed into law by Governor Gavin Newsom. Democrat Newsom had advocated for the increase, aiming to draw back some production California lost to places such as Britain, Canada and other U.S. states due to their generous tax credits and rebates. "For more than a century, the world's most iconic stories have been imagined, produced, and shared from right here (in California)… This latest round of tax credit awards builds on that legacy," Newsom said in a statement on Wednesday. The move also comes against the backdrop of U.S. President Donald Trump's threats to impose tariffs on films produced overseas. "California raised me, inspired me, and now helpin' bring this biopic to life in 2026. Much respect," Snoop Dogg said, referring to his Long Beach-set biopic. Since its inception in 2009, California's tax credit program has generated over $30.6 billion in economic activity, according to the CFC, which runs the tax credit program.   "By supporting these talented artists' storytelling, we're not only keeping entertainment jobs in state, we're reinforcing California's status as the entertainment capital of the world," said Colleen Bell, director of the CFC.  (Reporting by Deborah Sophia in Bengaluru; Editing by Leroy Leo)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

Dec 17 (Reuters) – California has awarded tax credits to 28 new movie projects, including Oscar-winning director Ang Lee's upcoming film and rapper Snoop Dogg's biopic, as Hollywood's home state seeks to bolster local production and stem a years-long shift to other regions.  The projects, which include productions from indie studios and legacy players such as NBCUniversal and Twentieth Century Studios, will collectively deliver $562 million in economic activity in the state, the California Film Commission said on Wednesday.  The announcement comes months after California boosted its annual tax incentives program for film and TV production to $750 million from $330 million as part of a broader tax bill signed into law by Governor Gavin Newsom. Democrat Newsom had advocated for the increase, aiming to draw back some production California lost to places such as Britain, Canada and other U.S. states due to their generous tax credits and rebates. "For more than a century, the world's most iconic stories have been imagined, produced, and shared from right here (in California)… This latest round of tax credit awards builds on that legacy," Newsom said in a statement on Wednesday. The move also comes against the backdrop of U.S. President Donald Trump's threats to impose tariffs on films produced overseas. "California raised me, inspired me, and now helpin' bring this biopic to life in 2026. Much respect," Snoop Dogg said, referring to his Long Beach-set biopic. Since its inception in 2009, California's tax credit program has generated over $30.6 billion in economic activity, according to the CFC, which runs the tax credit program.   "By supporting these talented artists' storytelling, we're not only keeping entertainment jobs in state, we're reinforcing California's status as the entertainment capital of the world," said Colleen Bell, director of the CFC.  (Reporting by Deborah Sophia in Bengaluru; Editing by Leroy Leo)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

Dec 17 (Reuters) – California has awarded tax credits to 28 new movie projects, including Oscar-winning director Ang Lee's upcoming film and rapper Snoop Dogg's biopic, as Hollywood's home state seeks to bolster local production and stem a years-long shift to other regions.  The projects, which include productions from indie studios and legacy players such as NBCUniversal and Twentieth Century Studios, will collectively deliver $562 million in economic activity in the state, the California Film Commission said on Wednesday.  The announcement comes months after California boosted its annual tax incentives program for film and TV production to $750 million from $330 million as part of a broader tax bill signed into law by Governor Gavin Newsom. Democrat Newsom had advocated for the increase, aiming to draw back some production California lost to places such as Britain, Canada and other U.S. states due to their generous tax credits and rebates. "For more than a century, the world's most iconic stories have been imagined, produced, and shared from right here (in California)… This latest round of tax credit awards builds on that legacy," Newsom said in a statement on Wednesday. The move also comes against the backdrop of U.S. President Donald Trump's threats to impose tariffs on films produced overseas. "California raised me, inspired me, and now helpin' bring this biopic to life in 2026. Much respect," Snoop Dogg said, referring to his Long Beach-set biopic. Since its inception in 2009, California's tax credit program has generated over $30.6 billion in economic activity, according to the CFC, which runs the tax credit program.   "By supporting these talented artists' storytelling, we're not only keeping entertainment jobs in state, we're reinforcing California's status as the entertainment capital of the world," said Colleen Bell, director of the CFC.  (Reporting by Deborah Sophia in Bengaluru; Editing by Leroy Leo)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

By Dawn Chmielewski and Milana Vinn LOS ANGELES, Dec 17 (Reuters) – Warner Bros Discovery's board rejected Paramount Skydance's $108.4 billion hostile bid on Wednesday, saying it failed to provide adequate financing assurances.   In a letter to shareholders, disclosed in a regulatory filing, the board wrote that Paramount had "consistently misled" Warner Bros shareholders that its $30-per-share cash offer was fully guaranteed, or "backstopped," by the Ellison family, led by billionaire and Oracle CEO Larry Ellison. "It does not, and never has," the board wrote of the guarantee of Paramount's offer, noting that the offer posed "numerous, significant risks." The board said it found Paramount's offer "inferior" to the merger agreement with Netflix's. Netflix's $27.75 per share offer for Warner Bros' film and television studios, its library and the HBO Max streaming service is a binding agreement that requires no equity financing and has robust debt commitments, the board wrote. Warner Bros has not yet set a date for a shareholder vote on the deal but it is expected to happen sometime in spring or early summer, its Chairman Samuel Di Piazza said in an interview with CNBC. NETFLIX WELCOMES MOVE Paramount did not immediately respond to a Reuters request for comment, while Netflix welcomed the move. "The Warner Bros Discovery Board reinforced that Netflix's merger agreement is superior and that our acquisition is in the best interest of stockholders," its co-CEO Ted Sarandos, said in a statement. Netflix was already engaging with the U.S. Department of Justice and the European Commission, its other co-CEO Greg Peters told CNBC, while expressing confidence that the regulators would view the deal as pro-consumer and pro-growth. Warner Bros shares were down 1.4% at $28.5 in premarket trading, while Netflix gained 1.5% and Paramount fell 1.8%. Paramount last week took its case directly to Warner Bros shareholders, arguing it has arranged "air-tight financing" to support its bid, with $41 billion in new equity assured by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi and Apollo. Warner Bros board countered on Wednesday that Paramount's most recent offer includes an equity commitment "for which there is no Ellison family commitment of any kind," but rather the backing of "an unknown and opaque" Lawrence J. Ellison Revocable Trust, whose assets and liabilities are not publicly disclosed and are subject to change. "Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was…the Ellison family has chosen not to backstop the PSKY offer," the Warner Bros board wrote. "A revocable trust is no replacement for a secured commitment by a controlling shareholder." WARNER BROS QUESTIONS PARAMOUNT'S CREDITWORTHINESS Paramount has submitted a total of six bids to acquire the entire Warner Bros studio, including its television networks, including CNN and TNT Sports.  It has previously said the Ellison family trust – which Paramount says contains more than $250 billion in assets including about 1.16 billion shares of Oracle – is more than adequate to cover the equity commitment. "To suggest that we are not 'good for the money' (or might commit fraud to try to escape our obligations), as certain reports have speculated, is absurd," Paramount wrote in a letter to Warner Bros' shareholders last week. Its debt commitments are not conditioned on Paramount's financial condition, it wrote. Warner Bros, however, pointed in the filing on Wednesday to what it described as structural risks in Paramount's proposed financing, and also raised questions about Paramount's financial condition and creditworthiness. The offer relied on a seven-party, cross-conditional structure, with the Ellison Revocable Trust providing just 32% of the required equity commitment while capping its liability at $2.8 billion, Warner Bros said. It noted that the trust's assets could be withdrawn at any time.  DEBT LEVELS AFTER DEAL WITH PARAMOUNT WILL BE RISKY Netflix's offer is backed by a public company with a market cap in excess of $400 billion with an investment grade balance sheet, the Warner board noted.  The company has told Warner Bros it would keep releasing the studio's films in cinemas in a bid to ease fears that its deal would eliminate another studio and major source of theatrical films, according to people familiar with the matter.  Paramount, in contrast, has a $15 billion market capitalization and a credit rating "a notch above 'junk,' Warner Bros noted on Wednesday. Should the deal close, Paramount would have a debt ratio of 6.8 times its operating income "with virtually no current free cash flow." The bidder would also impose what Warner Bros said would be "onerous operating restrictions" on the company, during the potentially lengthy period between signing and closing, including limits on new content licensing deals. Paramount's plans to achieve $9 billion in "synergies" across the two studios was described as "ambitious" from an operational standpoint, the Warner Bros board noted, and would represent a new round of job losses that "would make Hollywood weaker, not stronger." Warner Bros Discovery's board dismissed Paramount's charges of unfairness – that had been set forth in a filing by Paramount last week – saying it held "dozens" of calls and meetings with the studio's principals and advisors, including four in-person meetings and meals with CEO David Zaslav and Paramount CEO David Ellison, or his father, Larry Ellison. "After each bid, we informed PSKY of the material deficiencies and offered potential solutions," the Warner Bros board wrote. "Despite this feedback, PSKY has never submitted a proposal that is superior to the Netflix merger agreement." Paramount said it has already applied for regulatory approval in the U.S., and has alerted European regulators, shortening the path to regulatory approval.  Warner Bros' board wrote it considered the regulatory risks in evaluating the Netflix and Paramount offers, and believes that either transaction would obtain the necessary U.S. and foreign regulatory approvals.   Netflix also offered a $5.8 billion break-up fee that was higher than Paramount's $5 billion break-up fee. The Warner Bros board also described the Paramount offer as "illusory," adding it could be terminated or amended at any time prior to the deal's completion, which is not the same as a binding merger agreement. "The PSKY offer provides an untenable degree of risk and potential downside for WBD shareholders," the board wrote. ​ (Dawn Chmielewski reported from Los Angeles, Milana Vinn reported from New York, additional reporting by Aditya Soni; Editing by Sayantani Ghosh, Raju Gopalakrishnan and Arun Koyyur)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

Dec 17 (Reuters) – Netflix on Wednesday said it will add a soccer simulation title to its gaming portfolio, as the streaming giant looks to leverage the FIFA World Cup 2026 tournament to deepen its video game push. The soccer title will be developed and published by Delphi Interactive, which is also helping create a premium James Bond game called "007 First Light," and in association with the sport's governing body, FIFA. Netflix said the game will launch in time for the world's most-watched sporting event, scheduled to start June next year in the U.S. The company is also currently the front-runner for buying several of Warner Bros Discovery's assets, including its highly reputed video game studios, for $72 billion. Heavy investments to boost Netflix's gaming ambitions have not been highly successful amid shifts in leadership and strategy. The firm has prioritized party games and recognizable franchises including Rockstar Games' "GTA: San Andreas" and "Red Dead Redemption." Buying Warner Bros' gaming studios, which include the makers of popular franchises such as "Mortal Kombat," "Batman Arkham" and "Hogwarts Legacy" would allow the streaming pioneer entry into the highly lucrative, big-budget games market. The FIFA game joins a suite of games playable on televisions, including party games such as "LEGO Party!" and "Pictionary: Game Night," in which phones are used as controllers. (Reporting by Zaheer Kachwala in Bengaluru; Editing by Sahal Muhammed)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

By Dawn Chmielewski and Milana Vinn LOS ANGELES, Dec 17 (Reuters) – Warner Bros Discovery's board spurned Paramount Skydance's $108.4 billion hostile takeover bid on Wednesday, calling the offer "illusory" as it accused the studio giant of misleading shareholders about its financing. Paramount has been in a race with Netflix to win control of Warner Bros, and with it, its prized film and television studios, HBO Max streaming service and franchises like "Harry Potter." After Warner Bros accepted the streaming giant's offer, Paramount launched a hostile offer to outdo that bid. In a letter to shareholders on Wednesday, the Warner Bros board wrote that Paramount had "consistently misled" Warner Bros shareholders that its $30-per-share cash offer was fully guaranteed, or "backstopped," by the Ellison family, led by billionaire and Oracle co-founder Larry Ellison.  "It does not, and never has," the board wrote of the guarantee of Paramount's offer, noting that the offer posed "numerous, significant risks." The board said it found Paramount's offer "inferior" to the merger agreement with Netflix. Netflix's $27.75 per share offer for Warner Bros' unit is a binding agreement that requires no equity financing and has robust debt commitments, the board wrote. The board also said the offer could be terminated or amended at any time prior to the deal's completion, which is not the same as a binding merger agreement. Warner Bros has not yet set a date for a shareholder vote on the deal but it is expected to happen sometime in spring or early summer, its Chairman Samuel Di Piazza said in an interview with CNBC. The Ellisons have cited their relationship with U.S. President Donald Trump as a reason why the deal would face an easier regulatory path. NETFLIX WELCOMES MOVE Paramount did not immediately respond to a Reuters request for comment, while Netflix welcomed the move.  "The Warner Bros Discovery Board reinforced that Netflix's merger agreement is superior and that our acquisition is in the best interest of stockholders," its co-CEO Ted Sarandos, said in a statement.  Netflix is already talking with the U.S. Department of Justice and the European Commission, its other co-CEO Greg Peters told CNBC, while expressing confidence in how regulators would view the deal. Warner Bros shares were down 1.2% at $28.5 in early trading, while Netflix gained 2.5% and Paramount fell 4.8%. Netflix has told Warner Bros it would keep releasing the studio's films in cinemas in a bid to ease fears that its deal would eliminate another studio and major source of theatrical films, according to people familiar with the matter.  Paramount last week took its case directly to Warner Bros shareholders, arguing it has arranged "air-tight financing" to support its bid, with $41 billion in new equity assured by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi and Apollo. Warner Bros board countered that Paramount's latest offer includes an equity commitment "for which there is no Ellison family commitment of any kind," but rather the backing of "an unknown and opaque" Lawrence J. Ellison Revocable Trust, whose assets and liabilities are not publicly disclosed and are subject to change. "Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was…the Ellison family has chosen not to backstop the PSKY offer," the Warner Bros board wrote. "A revocable trust is no replacement for a secured commitment by a controlling shareholder." WARNER BROS QUESTIONS PARAMOUNT'S CREDITWORTHINESS Paramount has submitted a total of six bids to acquire the entire Warner Bros studio, including its television networks, including CNN and TNT Sports.  It has previously said the Ellison family trust – which Paramount says contains more than $250 billion in assets including about 1.16 billion shares of Oracle – is more than adequate to cover the equity commitment.  Warner Bros has raised questions about Paramount's financial condition and creditworthiness. The offer relies on a seven-party, cross-conditional structure, with the Ellison Revocable Trust providing just 32% of the required equity commitment while capping its liability at $2.8 billion, Warner Bros said. It noted that the trust's assets could be withdrawn at any time.  "The PSKY offer provides an untenable degree of risk and potential downside for WBD shareholders," the board wrote. CONCERNS ABOUT PARAMOUNT'S DEBT LEVELS  The Warner Bros board noted that Netflix has an investment-grade rating and a market value exceeding $400 billion.  Paramount, in contrast, has a $15 billion market capitalization and a credit rating "a notch above 'junk,' Warner Bros said on Wednesday. A combination would leave Paramount with a debt ratio of 6.8 times its operating income "with virtually no current free cash flow." The bidder would also impose what Warner Bros said would be "onerous operating restrictions" on the company, during the potentially lengthy period between signing and closing, including limits on new content licensing deals. Paramount's plan to achieve $9 billion in "synergies" across the two studios was described as "ambitious" from an operational standpoint, the Warner Bros board noted, and would represent a new round of job losses that "would make Hollywood weaker, not stronger." Warner Bros Discovery's board dismissed Paramount's charges of unfairness – set forth in a filing by Paramount last week – saying it held dozens of calls and meetings with the studio's principals and advisors, including four in-person meetings and meals with CEO David Zaslav and Paramount CEO David Ellison, or his father, Larry Ellison. "After each bid, we informed PSKY of the material deficiencies and offered potential solutions," the Warner Bros board wrote. "Despite this feedback, PSKY has never submitted a proposal that is superior to the Netflix merger agreement." ​ (Dawn Chmielewski reported from Los Angeles, Milana Vinn reported from New York, additional reporting by Aditya Soni; Editing by Sayantani Ghosh, Raju Gopalakrishnan and Arun Koyyur)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)

By Dawn Chmielewski and Milana Vinn LOS ANGELES, Dec 17 (Reuters) – Warner Bros Discovery's board spurned Paramount Skydance's $108.4 billion hostile takeover bid on Wednesday, calling the offer "illusory" as it accused the studio giant of misleading shareholders about its financing. Paramount has been in a race with Netflix to win control of Warner Bros, and with it, its prized film and television studios, HBO Max streaming service and franchises like "Harry Potter." After Warner Bros accepted the streaming giant's offer, Paramount launched a hostile offer to outdo that bid. In a letter to shareholders on Wednesday, the Warner Bros board wrote that Paramount had "consistently misled" Warner Bros shareholders that its $30-per-share cash offer was fully guaranteed, or "backstopped," by the Ellison family, led by billionaire and Oracle co-founder Larry Ellison.  "It does not, and never has," the board wrote of the guarantee of Paramount's offer, noting that the offer posed "numerous, significant risks." The board said it found Paramount's offer "inferior" to the merger agreement with Netflix. Netflix's $27.75 per share offer for Warner Bros' unit is a binding agreement that requires no equity financing and has robust debt commitments, the board wrote. The board also said the offer could be terminated or amended at any time prior to the deal's completion, which is not the same as a binding merger agreement. Warner Bros has not yet set a date for a shareholder vote on the deal but it is expected to happen sometime in spring or early summer, its Chairman Samuel Di Piazza said in an interview with CNBC. The Ellisons have cited their relationship with U.S. President Donald Trump as a reason why the deal would face an easier regulatory path. NETFLIX WELCOMES MOVE Paramount did not immediately respond to a Reuters request for comment, while Netflix welcomed the move.  "The Warner Bros Discovery Board reinforced that Netflix's merger agreement is superior and that our acquisition is in the best interest of stockholders," its co-CEO Ted Sarandos, said in a statement.  Netflix is already talking with the U.S. Department of Justice and the European Commission, its other co-CEO Greg Peters told CNBC, while expressing confidence in how regulators would view the deal. Warner Bros shares were down 1.2% at $28.5 in early trading, while Netflix gained 2.5% and Paramount fell 4.8%. Netflix has told Warner Bros it would keep releasing the studio's films in cinemas in a bid to ease fears that its deal would eliminate another studio and major source of theatrical films, according to people familiar with the matter.  Paramount last week took its case directly to Warner Bros shareholders, arguing it has arranged "air-tight financing" to support its bid, with $41 billion in new equity assured by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi and Apollo. Warner Bros board countered that Paramount's latest offer includes an equity commitment "for which there is no Ellison family commitment of any kind," but rather the backing of "an unknown and opaque" Lawrence J. Ellison Revocable Trust, whose assets and liabilities are not publicly disclosed and are subject to change. "Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was…the Ellison family has chosen not to backstop the PSKY offer," the Warner Bros board wrote. "A revocable trust is no replacement for a secured commitment by a controlling shareholder." WARNER BROS QUESTIONS PARAMOUNT'S CREDITWORTHINESS Paramount has submitted a total of six bids to acquire the entire Warner Bros studio, including its television networks, including CNN and TNT Sports.  It has previously said the Ellison family trust – which Paramount says contains more than $250 billion in assets including about 1.16 billion shares of Oracle – is more than adequate to cover the equity commitment.  Warner Bros has raised questions about Paramount's financial condition and creditworthiness. The offer relies on a seven-party, cross-conditional structure, with the Ellison Revocable Trust providing just 32% of the required equity commitment while capping its liability at $2.8 billion, Warner Bros said. It noted that the trust's assets could be withdrawn at any time.  "The PSKY offer provides an untenable degree of risk and potential downside for WBD shareholders," the board wrote. CONCERNS ABOUT PARAMOUNT'S DEBT LEVELS  The Warner Bros board noted that Netflix has an investment-grade rating and a market value exceeding $400 billion.  Paramount, in contrast, has a $15 billion market capitalization and a credit rating "a notch above 'junk,' Warner Bros said on Wednesday. A combination would leave Paramount with a debt ratio of 6.8 times its operating income "with virtually no current free cash flow." The bidder would also impose what Warner Bros said would be "onerous operating restrictions" on the company, during the potentially lengthy period between signing and closing, including limits on new content licensing deals. Paramount's plan to achieve $9 billion in "synergies" across the two studios was described as "ambitious" from an operational standpoint, the Warner Bros board noted, and would represent a new round of job losses that "would make Hollywood weaker, not stronger." Warner Bros Discovery's board dismissed Paramount's charges of unfairness – set forth in a filing by Paramount last week – saying it held dozens of calls and meetings with the studio's principals and advisors, including four in-person meetings and meals with CEO David Zaslav and Paramount CEO David Ellison, or his father, Larry Ellison. "After each bid, we informed PSKY of the material deficiencies and offered potential solutions," the Warner Bros board wrote. "Despite this feedback, PSKY has never submitted a proposal that is superior to the Netflix merger agreement." ​ (Dawn Chmielewski reported from Los Angeles, Milana Vinn reported from New York, additional reporting by Aditya Soni; Editing by Sayantani Ghosh, Raju Gopalakrishnan and Arun Koyyur)

(The article has been published through a syndicated feed. Except for the headline, the content has been published verbatim. Liability lies with original publisher.)