The failed merger and similar clawback clause between Kroger and Albertsons is currently destroying a significant part of the supply chain for food in the Pacific Northwest. Grocery stores that have been open for 50-75 years - stores where whole neighborhoods and towns were built around - are closing forever, leaving those areas as food deserts.

Either way, this entertainment merger is going to get ugly. Consumers are absolutely going to get harmed either way with that clawback clause.

Right, but if it does succeed, does it then kick in?

It’s all one entity with subsidiaries for tv and movies, etc.

The article bullet point referencing WB Discovery could mislead some into thinking that this takeover is only for the Discovery portion, but that's not the case. $30 would not be for Discovery only (as Netflix's bid is $27.75), it's for the whole kit and caboodle. Yes there are two entities, but/and Paramount wants it all, and the takeover intent is for both.

That’s not correct. Paramount wants everything (including the parts Netflix wants). Netflix wants just tv and movie studio. So the paramount hostile bid would be for the part Netflix wants and the part they don’t.

Netflix also wants HBO / HBO Max. They're just leaving the Discovery stuff.

Because WB owns what is left of Newline, that would include LotR and The Hobbit.

the split is hbo+streaming platform on one side and pretty much everything else on the other (discovery, cablechannels, cnn)

> in this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through

No.

Paramount has nothing to do with these numbers, which both come from the Plan of Merger among Netflix, Warner and others [1].

Paramount's bid constitutes an Acquisition Proposal under § 6.2(c). It is a "proposal, offer or indication of interest" from Paramount, a party who is not "Buyer and its Affiliates," which "is structured to result in such Person or group of Persons (or their stockholders), directly or indirectly, acquiring beneficial ownership of 20% or more of the Company’s consolidated total assets."

Given it "is publicly proposed" after the date of the Plan of Merger and "prior to the Company Stockholder Meeting," it is a Company Qualifying Transaction (8.3(D)(x)).

If 8.3(D)(y) is then satisfied (a condition I got bored jumping around to pin down–if thar be dragons, they be here) and Warner consummates the Company Qualifying Transaction or "enters into a definitive agreement providing for" it (8.3(a)(D)(z)(2), the Buyer can terminate the Plan of Merger under 8.1(b)(iii). That, in turn, triggers the Company Termination Fee of $2.8bn, which is separate from the Regulatory Termination Fee of $5.8bn Netflix would have to pay Warner if other shit happened.

[1] https://www.sec.gov/Archives/edgar/data/1065280/000119312525...

Thanks, this was more the gist of my question.