Business
Netflix amends Warner Bros. deal to all cash in bidding war
Netflix has amended its proposed $72-billion purchase of Warner Bros. and HBO, converting it to an all-cash offer in hopes of defusing criticisms from rival bidder, David Ellison’s Paramount.
Netflix and Warner Bros. Discovery approved the change Monday, according to a regulatory filing. Warner board members previously had accepted Netflix’s $27.75-a-share cash-and-stock proposal for Warner’s Burbank studios and HBO streaming operations.
Paramount has complained that its $30-per-share offer for the entire company was higher, and thus, should be the winning bid. Paramount is appealing directly to Warner stockholders, asking them to sell their shares to Paramount by Wednesday.
Netflix stopped short of raising its bid above $27.75 a share, but the Los Gatos streaming giant agreed to pay the full amount in cash should it ultimately win Warner’s legendary studios behind such blockbusters as “Batman,” “The Matrix” and “The Big Bang Theory.” Netflix is not interested in Warner Bros. basic cable channels, which are scheduled to be spun off into a separate company.
Netflix said the change “simplifies the transaction structure, provides greater certainty of value for WBD stockholders, and accelerates the path to a WBD stockholder vote.”
The move was prompted, in part, because Netflix’s stock price has taken a major hit, eroding value in its proposal for Warner Bros.
The new terms neutralize one of Paramount’s primary criticisms: that the stock portion of the Netflix offer makes its bid inferior. Netflix’s shares have lost 29% since its pursuit of Warner Bros. came to light. Paramount shares have also declined about 29% over that time.
Warner Bros. Discovery board members have stuck with Netflix’s proposal — valued at $82.7-billion, including some debt — despite persistent overtures by Ellison’s Paramount.
Warner Bros.’ board “continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community,” Ted Sarandos, co-CEO of Netflix, said in a statement Tuesday.
Warner Bros. Discovery said it would schedule a shareholder meeting. The vote could be held in April.
If the Netflix deal is approved, Warner shareholders would also receive stock in the new company, Discovery Global, which will be made up of Warner’s cable channels, including CNN, TBS, HGTV and Food Network. The spinoff is expected to be completed this summer, but the value of the channels is in doubt, giving Paramount ammunition to claim that its $30-a-share tender offer for the entire company was more lucrative.
Paramount, which has been pursuing the prized assets since September, has sued Warner in Delaware courts to obtain information about how Warner board members came up with a value for the cable channels.
Last week, a Delaware judge refused Paramount’s request for expedited proceedings.
On Tuesday, Warner Bros. separately addressed that Paramount criticism by outlining how it values its cable networks.
Warner Bros.’ advisors value the cable networks from as little as 72 cents a share to as much as $6.86 a share, according to the filing. Paramount has claimed those properties have no value even though cable networks account for most of Paramount’s own sales and profit.
The new company, Discovery Global, would have $17 billion of debt as of June 30, 2026. That would decrease to $16.1 billion by the end of the year. Warner and Netflix also tweaked the agreement so that Discovery Global will have $260 million less debt than initially planned as a result of stronger-than-expected cash flow last year.
The filing projects Discovery Global’s 2026 revenue would reach $16.9 billion and adjusted earnings of $5.4 billion before interest, taxes, depreciation and amortization.
In Tuesday’s announcement, Netflix touted its “strong cash flow generation,” which it said supported the revised all-cash transaction “while preserving a healthy balance sheet and flexibility to capitalize on future strategic priorities.”
Warner Bros. Discovery board members have cited Paramount’s highly leveraged proposal as a weak point, giving it another reason to award the company to the stronger firm, Netflix.
Paramount would need to come up with more than $94 billion in equity and debt to finance the deal.
The battle for Warner Bros. is one of the biggest media deals in the last decade and is expected to reshape the entertainment industry. Netflix emerged as a surprise suitor, entering the fray after Warner Bros. put itself up for sale in October.
Netflix has turned to Wall Street banks to help finance its deal. The company now has $42.2 billion of bridge loans in place, according to a filing Tuesday, a type of facility that is usually replaced with permanent debt like corporate bonds.
Netflix is scheduled to report fourth-quarter financial results on Tuesday after markets close.
Bloomberg News contributed to this report.
Business
What soaring gas prices mean for California’s EV market
It has been a bumpy road for the electric vehicle market as declining federal support and plateauing public interest have eaten away at sales.
But EV sellers could soon receive a boost from an unexpected source: The war in Iran is pushing up gas prices.
As Americans look to save money at the pump, more will consider switching to an electric or hybrid vehicle. Average gas prices in the U.S. have risen nearly 17% since Feb. 28 to reach $3.48 per gallon. In California, the average is $5.20 per gallon.
Electric vehicles are pricier than gasoline-powered cars and charging them isn’t cheap with current electricity prices, but sky-high gas prices can tip the scales for consumers deciding which kind of vehicle to buy next.
“We probably will see an uptick in EV adoption and particularly hybrid adoption” if gas prices stay high, said Sam Abuelsamid, an auto analyst at Telemetry Agency. “The last time we had oil prices top $100 per barrel was early 2022 and that’s when we saw EV sales really start to pick up in the U.S.”
In a 2022 AAA survey, 77% of respondents said saving money on gas was their primary motivator for purchasing an electric vehicle. That year, 25% of survey respondents said they were likely or very likely to purchase an EV.
As oil prices cooled, the number fell to16% in 2025.
In California, annual sales of new light-duty zero-emission vehicles jumped 43% in 2022, according to the state’s Energy Commission. The market share of zero-emission vehicles among all light-duty vehicles sold rose from 12% in 2021 to 19% in 2022.
“Prior to 2022, we didn’t really have EVs available when we had oil price shocks,” Abuelsamid said. “But every time we did, it coincided with a move toward more fuel-efficient vehicles.”
Dealers are anticipating a windfall.
Brian Maas, president of the California New Car Dealers Assn., predicted enthusiasm for EVs will rebound across California if oil prices don’t come down.
“If prior gasoline price spikes are any indication, you tend to see interest in more fuel-efficient vehicles,” he said.
Rising gas prices could be a lifeline for EV makers at a time when federal support for green cars has been declining.
Under President Trump, a federal $7,500 tax incentive for new electric vehicles was eliminated in September, along with a $4,000 incentive for used electric vehicles.
In California, the zero-emission vehicle share of the total new-vehicle market was 22% through the first 10 months of 2025, then dropped sharply to 12% in the last two months of the year, according to the California Auto Outlook.
Meanwhile Tesla, the most popular EV brand in the country, has grappled with an implosion of its reputation with some consumers after its chief executive, Elon Musk, became one of Trump’s most vocal supporters and helped run the controversial Department of Government Efficiency.
Over the last several months, Ford, General Motors and Stellantis have pared back EV ambitions.
Other automakers, including Nissan, announced plans to stop producing their more affordable electric models.
The Trump administration has moved to roll back federal fuel economy standards and revoked California’s permission to implement a ban on new gas-powered car sales by 2035.
David Reichmuth, a researcher with the Clean Transportation program in the Union of Concerned Scientists, said the shift in production plans will affect EV availability, even if demand surges.
That could keep people from switching to cleaner vehicles regardless of higher gas prices.
“This is a transition that we need to make for both public health and to try to slow the damage from global warming, whether or not the price of gasoline is $3 or $5 or $6 a gallon,” he said.
According to Cox Automotive, new EV sales nationally were down 41% in November from a year earlier. Used EV sales were down 14% year over year that month.
To be sure, oil prices can fluctuate wildly in times of uncertainty. It will take time for consumers to decide on new purchases.
Brian Kim, who manages used car sales at Ford of Downtown LA, said he has yet to see a jump in the number of people interested in EVs, hybrids or more fuel-efficient gas-powered engines.
Still, if the price at the pump stays stuck above its current level, it could happen soon.
“Once the gas prices hit six [dollars per gallon] or more and people feel it in their pocket, maybe things will start to change,” he said.
Business
Nearly 60 gigawatts of U.S. clean power stalled, trade group finds
A total of 59 gigawatts of U.S. clean energy projects are facing delays at a time when demand for power from AI data centers is surging, according to a trade group study.
Developers are seeing an average delay of 19 months over issues such as long interconnection times, supply constraints and regulatory barriers, the American Clean Power Assn. said in a quarterly market report.
The backlog is happening despite the growing need for power on grids that are being taxed by energy-hungry data centers and increased manufacturing. The Trump administration has implemented a slew of policies to slow the build-out of solar and wind projects, including delaying approvals on federal lands.
The potential energy generation facing delays is the equivalent of 59 traditional nuclear reactors, enough to power more than 44 million homes simultaneously.
“Current policy instability is beginning to impact investor confidence and negatively impact project timelines at a time when demand is surging,” American Clean Power Chief Policy Officer JC Sandberg said in a statement.
Despite the hurdles, developers were able to bring more than 50 gigawatts of wind, solar and batteries online in 2025, accounting for more than 90% of all new power capacity in the U.S., the report found. Clean power purchase agreements declined 36% in 2025 compared with 2024, signaling that the build-out of clean power in the U.S. could be lower in the 2028 to 2030 time period, according to the report.
Chediak writes for Bloomberg.
Business
Feud between Vegas gambler and Paramount exec sparks $150-million fraud lawsuit
The high-stakes feud between Paramount Skydance President Jeff Shell and Las Vegas gambler and self-professed “fixer” Robert James “R.J.” Cipriani spilled into court on Monday.
Cipriani filed a lawsuit against Shell on claims of fraud and eight other counts, alleging that he reneged on an oral agreement to develop an English-language version of a Spanish music show that streams on Roku TV.
He is seeking $150 million in damages.
In the 67-page lawsuit, filed in Los Angeles County Superior Court, Cipriani claims that in exchange for providing “sophisticated, high-value crisis communications services, entirely without compensation” over 18 months, Shell had agreed to develop the show “Serenata De Las Estrellas,” (Star Serenade), but failed to do so. Cipriani and his wife were to be named as co-executive producers.
“This case arises from the oldest form of fraud: a powerful man took everything a less powerful man had to offer, promised to repay him, lied to him when he asked about it, and then refused to compensate him at all,” states the complaint.
Cipriani — who has producer credits on a 2020 documentary about Vegas, “Money Machine: Behind the Lies,” and the 2015 movie “Wild Card” — intended to make “Serenata” as a “lasting legacy for his mother,” Regina, saying the effort “has been the driving force and the most important thing consuming [Cipriani’s] entire life of almost sixty-five years,” according to the suit.
The show was inspired by a song that the Philadelphia-born Cipriani used to sing to his late mother when he was growing up.
The litigation is the latest twist in a simmering behind-the-scenes scandal that has left much of Hollywood slack-jawed.
For weeks, Cipriani had threatened to file a lawsuit against Shell, with the potential to derail his comeback at Paramount, three years after he lost his job as NBCUniversal’s chief executive over an inappropriate relationship with an underling.
Cipriani’s suit alleges Shell wasdesperate for help in quelling negative stories about him.
It also portrays him as someone who was indiscreet, allegedly sharing sensitive information during the period when the Ellison family, through Skydance Media, was preparing to close its deal to acquire Paramount and then was actively pursuing Warner Bros. Discovery to add to its growing entertainment and media empire.
The eventual rift between the unlikely pair began in August 2024. Patty Glaser, the high-powered entertainment litigator, convened a meeting between the two men.
During the meeting with Shell, the executive expressed to Cipriani his concern that emails and texts between him and Hadley Gamble, the CNBC anchor Shell had been involved with, would come out, saying “that would absolutely destroy me,” according to the suit.
Cipriani claims in his lawsuit Shell was facing “catastrophic personal exposure arising from his conduct toward yet another woman in the media industry,” similar to what had prompted his ouster from NBCUniversal and that he “solicited” his “crisis communications services.”
According to the suit, Cipriani was in a position to help him, having engaged in a “longstanding practice of exposing misconduct in the entertainment and media industries.”
Robert James “R.J.” Cipriani in Amazon Prime Video’s 2025 series “Cocaine Quarterback.”
(Courtesy of Prime)
A high-rolling blackjack player, Cipriani’s colorful résumé includes aiding the FBI in the arrest and conviction of USC athlete-turned global drug kingpin Owen Hanson, who was sentenced to 21 years in federal prison, and filing a RICO suit against Resorts World Las Vegas.
Leveraging his “unique media relationships and industry influence,” Cipriani said in his complaint that he provided Shell with “ongoing threat-monitoring and intelligence services,” and “took proactive steps to suppress, redirect, or neutralize” negative coverage against Shell before publication.
Cipriani said Shell expressed “effusive gratitude” to him after he planted a story about another entertainment industry figure “in order to divert media attention” away from Shell. “Thank you thank you thank you,” Shell wrote in a text to Cipriani, according to the lawsuit, which included a copy of the text.
During tense negotiations over Paramount’s streaming rights for the highly successful “South Park” franchise last summer, Shell allegedly asked to talk to Cipriani about the matter. Cipriani then “orchestrat[ed] the placement of a highly favorable news article,” that was “devastating to Shell’s and Paramount’s adversaries in the dispute,” the suit states.
After a story published in a Hollywood trade, Cipriani wrote to Shell on WhatsApp, “I’m the one that put the article out for you!!!” and “I didn’t want to tell you till it hit so you have plausible deniability.”
According to a message cited in the lawsuit, Shell responded, “I love you!!!! …Thank you Rj,” adding “I owe you dinner at least!”
Despite those boasts, Paramount ultimately paid “South Park” creators millions more than Skydance had intended. To remove obstacles from Skydance’s path to buy Paramount, the media company agreed to two blockbuster deals that include paying the “South Park” production company more than $1.25 billion to continue the cartoon — making it one of the richest deals in television history.
During the course of their relationship, Cipriani further alleges that Shell alerted him to a then-pending $7.7-billion Paramount deal for the rights to UFC fights, while Netflix “believed” it had a “handshake deal” for the same rights, according to the suit.
Cipriani disclosed in his lawsuit that he filed a whistleblower complaint with the Securities and Exchange Commission over the disclosure of material information, claiming that Shell told him that not even UFC President Dana White knew of the transaction. In a WhatsApp message cited in the lawsuit, Shell told Cipriani that the deal was “very hush, hush until we sign.”
While the gambler continued to provide his services to Shell gratis, their relationship began to sour.
Cipriani became enraged that Shell did not uphold his end of the alleged deal to help him with the TV show, viewing it as a slap to him and his mother.
In February, the pair met to resolve their growing dispute. According to the lawsuit, also in attendance was an unidentified entertainment attorney who had represented both men in separate matters.
Patty Glaser has been widely reported as having represented Shell and Cipriani. She introduced them in summer 2024, as The Times reported Saturday.
“We were presented with a draft complaint riddled with clear errors of fact and law,” Glaser said in a statement last week. “We will strongly respond.”
The February meeting did not go well.
Shell not only “refused to compensate” Cipriani, but also told him that he could not “assist” him “in obtaining a television show or other entertainment industry opportunity.”
Cipriani further alleged in his lawsuit that during their “failed summit,” Shell revealed his “disdain” for David Zaslav, the Warner Bros. Discovery CEO, and disclosed that Paramount intended to “sweeten” its pending hostile offer for the studio to fend off Netflix prior to announcing its intention to do so publicly.
After the meeting, Cipriani stated in his complaint that Shell’s attorney privately offered Cipriani a “$150,000 personal loan” to resolve the dispute.
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