Latham, Cravath Aids Paramount Hostile Bid for Warner Bros. (1)

Paramount Skydance Corp. turned to lawyers from Cravath, Swaine & Moore and Latham & Watkins to make a hostile bid for Warner Bros. Discovery Inc., days after Warner Bros. reached a deal with Netflix Inc.

The Cravath team assisting Paramount includes firm leader Faiza Saeed, along with partners Andrew Pitts, Daniel Cerqueira and Claudia Ricciardi, according to a securities filing on Monday. Cravath, led by Saeed, Cerquira and Ricciardi, advised the Paramount Special Committee in its merger earlier this year with Skydance Media.

Latham’s team is led by partners Ian Nussbaum, who joined the firm from Cooley LLP in 2023, and Max Schleusener, who according to his LinkedIn profile has been with the firm for more than 11 years. The duo guided Skydance in its merger with Paramount and steered Paramount Skydance in its acquisition of The Free Press.

Paramount Skydance offered $30 a share in cash Monday for Warner Bros. Discovery, topping Netflix’s bid of $27.75 announced Friday. Paramount, which made a previous bid for the business, said in a letter that a deal with Netflix would likely be blocked on antitrust and other grounds.

A team of lawyers from Cahill Gordon & Reindel guided the bridge agent and lead arrangers of the debt financing for Paramount’s bid, according to the firm. Cleary Gottlieb Steen & Hamilton guided a special committee of the Paramount board, according to a filing.

If Warner Bros. breaks its current agreement, it will be required to pay Netflix a $2.8 billion fee, a cost typically borne by the new acquirer. Netflix has agreed to pay $5.8 billion to Warner Bros. if the deal falls through or fails to win regulatory approval.

Skadden, Arps, Slate, Meagher & Flom is guiding Netflix. Warner Bros. turned to attorneys from two firms—Debevoise & Plimpton and Wachtell Lipton Rosen & Katz—to steer the transaction.

Covington & Burling and Fried Frank Harris Shriver & Jacobsen provided antitrust counsel to Warner Bros. in the deal and will continue to advising the company as the battle to close one of the biggest media deals continues, according to people familiar with the matter.

Paramount brought on Latham partner Makan Delrahim as its new chief legal officer in September. Delrahim served as chief of the Justice Department’s antitrust division in the first Trump administration and as a former deputy White House counsel.

— With reporting by Christopher Palmeri