Warner Bros. bid process as clean and thorough as anyone can want, says Evercore's Roger Altman
December 18, 2025 • 4m 13s
Becky Quick (Anchor)
00:00.630
our
next
guest
has
been
advising
warner
brothers
discovery
in
this
contentious
media
deal
roger
altman
is
the
founder
and
senior
chairman
of
evercore
and
obviously
a
friend
of
the
show
too
and
roger
it's
good
to
see
you
this
morning
thanks
Roger Altman (Founder and Senior Chairman)
00:11.950
for
having
me
so
Andrew Ross Sorkin (Anchor)
00:12.870
talk
us
through
this
we
yesterday
heard
from
sam
di
piazza
at
the
board
of
warner
brothers
about
what
he
thought
what
the
board
went
through
when
they
were
thinking
about
this
but
as
somebody
who
has
seen
a
lot
of
different
offers
what
makes
you
think
that
the
netflix
deal
is
Andrew Ross Sorkin (Anchor)
00:27.870
better
than
what
you're
hearing
from
paramount
's
guidance
let
Roger Altman (Founder and Senior Chairman)
00:30.550
me
start
off
by
just
saying
one
word
about
the
process
that
the
warner
brothers
board
has
used
you
know
as
you
know
they've
received
six
separate
offers
from
paramount
sky
in
addition
of
course
to
the
the
process
involving
netflix
and
other
companies
and
i've
done
this
a
long
Roger Altman (Founder and Senior Chairman)
00:47.910
time
and
i
when
i
was
one
one
of
my
kids
was
younger
she
once
said
you
know
dad
what
dad
does
is
talk
on
the
phone
and
go
to
board
meetings
so
i've
seen
a
lot
of
them
and
the
process
here
was
as
fiduciary
driven
and
as
clean
and
thorough
and
independent
as
anybody
could
ever
Roger Altman (Founder and Senior Chairman)
01:07.470
want
are
Becky Quick (Anchor)
01:07.790
you
saying
that
because
you
anticipate
that
there
will
be
shareholders
no
i'm
saying
that
because
Roger Altman (Founder and Senior Chairman)
01:11.630
peace
guy
has
criticized
the
process
yeah
so
that's
number
one
number
two
the
the
i'll
call
him
peace
guy
the
peace
guy
offer
is
on
a
risk
adjusted
basis
is
not
higher
and
here's
why
peace
guy
has
a
fifteen
billion
dollar
market
cap
and
it's
a
weak
company
it
doesn't
have
any
Roger Altman (Founder and Senior Chairman)
01:35.150
real
free
cash
flow
and
it's
trying
to
do
a
hundred
and
eight
billion
dollar
acquisition
so
it's
it's
effectively
an
extreme
LBO
now
if
you're
the
target
of
an
extreme
LBO
you're
the
company
that
the
offeror
is
trying
to
buy
what's
your
number
one
question
do
they
have
the
Roger Altman (Founder and Senior Chairman)
01:55.670
financing
and
and
can
i
count
on
the
financing
being
there
and
the
answer
in
this
question
in
this
instance
is
no
which
is
why
i
say
the
risk
adjusted
value
of
the
offer
is
not
higher
what
Becky Quick (Anchor)
02:08.990
makes
you
say
no
no
because
Roger Altman (Founder and Senior Chairman)
02:12.230
they
need
about
forty
billion
of
equity
to
achieve
the
total
debt
and
financing
package
necessary
to
do
the
deal
and
despite
repeated
and
i
mean
repeated
efforts
on
the
part
of
warner
brothers
discovery
to
get
clarity
and
assurance
on
the
so-called
ellison
backstop
we
have
not
Roger Altman (Founder and Senior Chairman)
02:41.390
received
that
Becky Quick (Anchor)
02:42.790
and
the
concern
with
that
is
that
it's
the
revocable
trust
the
ellison
revocable
trust
and
the
board
's
concern
is
that
at
any
point
larry
ellison
could
take
the
shame
Roger Altman (Founder and Senior Chairman)
02:54.110
think
of
the
what
what
the
word
revocable
beans
the
word
revocable
means
that
the
day
after
the
merger
agreement
or
any
day
after
that
you
can
take
assets
out
you
can
leverage
it
up
you
can
completely
change
it
and
so
so
there's
no
assurance
that
the
necessary
equity
would
be
Roger Altman (Founder and Senior Chairman)
03:11.480
there
in
addition
we
don't
know
the
composition
of
the
trust
we've
not
been
given
information
about
the
assets
and
the
liabilities
i
trust
so
so
roger
Andrew Ross Sorkin (Anchor)
03:19.560
and
you've
asked
for
this
repeatedly
yes
so
the
question
is
Roger Altman (Founder and Senior Chairman)
03:22.560
if
they
came
Andrew Ross Sorkin (Anchor)
03:23.120
back
to
you
and
said
now
given
the
you're
out
here
on
television
saying
this
and
others
have
obviously
said
this
from
the
companies
if
they
came
back
and
said
we're
going
to
put
the
money
in
an
escrow
account
that's
just
going
to
sit
over
here
or
whatever
would
that
change
Andrew Ross Sorkin (Anchor)
03:39.430
fundamentally
change
the
calculus
or
are
there
other
issues
and
items
well
that
you're
considered
it's
always
a
matter
of
as
you
well
know
of
the
fine
print
Roger Altman (Founder and Senior Chairman)
03:48.990
right
is
it
really
legally
binding
now
look
in
twitter
which
yes
it
was
a
smaller
deal
but
it
wasn't
that
small
elon
musk
contractually
guaranteed
the
equity
i
will
put
up
the
equity
i
may
syndicate
it
down
later
which
you
did
some
of
it
but
i
contractually
commit
to
it
we've
Roger Altman (Founder and Senior Chairman)
04:08.470
repeatedly
asked
for
something
equivalent
on
that
and
you
have
a
comment
so
why
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