Paramount side.

With the financing support of Disney, Paramount's acquisition funds suddenly became very abundant, so it offered a high premium to attract scattered shareholders to sell their shares when acquiring Time, hoping to acquire enough shares to control Time's shares as soon as possible.

Things went as expected.

Faced with a high premium of 70%, many scattered shareholders could not hold back and quietly sold their shares. Paramount's holdings are also increasing little by little.

"How's it going, how is the acquisition going?"

Eisner walked to Davis's office, sat down in the chair across from Davis, and asked with a light smile. Paramount is the only ally that stands firmly by Disney's side, and Disney, as an ally, will also benefit from the successful acquisition of media giant Times Inc.

"The situation is not bad, 15.71% of the shares have been acquired, as far as I know, the management of the Times Company holds about 30% of the shares, and may have increased some holdings in the near future, but after the acquisition began, the stock price of the Times Company has risen by more than 40%, and the liquidity of the Times Company is limited, and it is impossible for the other party to increase its holdings much, at most 35%. I estimate that as long as you acquire 35% of the shares, you can snatch control of the company. After taking control of Time Corporation, we will further acquire the remaining shares......" Davis said with a smile, looking in a good mood.

Well.

Eisner also nodded with satisfaction and said with a smile: "I will say hello to some Disney partners and try to block the channels for Times to raise funds." ”

"I heard that the management of Times Company had been discussing the poison pill plan for a long time, and I was worried that the other party would issue a large number of new shares and dilute the equity. But I didn't expect to discuss it for a long time, and there was no movement...... Maybe the management of Times Company does not have extra funds to participate in the allotment financing, for fear that their equity will also be diluted. Davis laughed.

Eisner thinks so, too.

"According to the current situation, it will only take about a month for Paramount to acquire 35% of the shares, which means that it will be able to control Times in a month."

"Wait until your goal is achieved. The first thing Paramount had to do was to sever all business ties with Universal Pictures. Eisner reminded.

"Ha, don't worry, I guarantee that the media resources of Times Company will not be used by the world." Davis patted his chest and reassured.

Get promised.

Eisner smiled with satisfaction, although the media resources controlled by Disney and Paramount alone could not block Universal Pictures, but it could squeeze Universal's living space a little bit. What is the most important thing in film and television entertainment, in addition to funds and talents, that is, media publicity channels, without enough exposure, no matter how good you do, you are blind.

Helping Paramount buy media giant Times is just the beginning. Next. He will strengthen his ties with American music companies and slowly dismantle the foundations of Universal. As for Fox, although he did not side with Paramount, the results of the last meeting were not bad.

……

in the living room.

After seeing off Harris and Rose, Tang Bao lay relaxed on the soft sofa.

"Boss, the credit rating of Times Company, Moody's only gives an A3 rating (the second highest A rating), and the average annualized yield of corporate bonds with the same credit rating is about 7.5%, and the financing you provided to Times Company this time. The yield is only 5.25%, which is lower than the yield of AAA bonds. Kate said.

Hear the words.

Tang Bao laughed, the yield of 5.25% is indeed a low point, with the situation of the company. If these bonds are traded on the market, the yield will definitely be more than 5.25%, even if it exceeds 10%. But this time, the $15 billion bond issued by Times Company was not sold around, except for the $3 billion bond to exchange equity with Warner. The remaining $12 billion of bonds were bought by Tang Bao alone, without discount, and the only income was a coupon rate of 5.25%. Without selling the bonds, the annualized yield of the bonds is fixed at 5.25%. It seems to be a loss, but Tang Bao thinks it's worth it.

In addition, these bonds are not ordinary bonds, but have an attached interest. After the successful merger of Time Inc. and Warner Bros. to form Time Warner, if Paramount dares to forcibly acquire Time Warner at any cost, then Tang Bao, as a bondholder, will have the opportunity to control Paramount by relying on the subsidiary option of the bond. Maybe the U.S. government will come forward to stop Tang Bao Holdings because Paramount has mastered the media giant Time Warner, but even if he can't exercise the authority of the debt-to-equity swap, he can also sell bonds to the outside world, I think there are many people eager to get the opportunity to control Paramount, and the price of bonds will inevitably rise a lot if they compete with each other, and the bond yield at that time will be far more than 5.25%, 10%, 15%, or even 20% is possible.

Assume another scenario, Paramount retreats directly. Tang Bao has become the largest creditor of "Time Warner", even if he does not hold shares, he can still exert a lot of influence. The huge debt of $12 billion, if you only rely on Time Warner's profits to pay off the debt, you will have to repay it for ten or eight years if it goes well. If it doesn't go well, it will take even longer. During this period, he could not get rid of Tang Bao's influence.

That is to say.

The moment Tang Bao bought the 12 billion bonds, Time Warner got on the thief ship.

Looking at Kate with a confused face, Tang Bao didn't explain to her in detail, but said: "This time it's mainly to snipe Paramount to buy Times Company, and the level of income is a secondary issue." In addition, if the financing cost is too high, Times Company is afraid that it will not have the confidence to issue such a large bond. At the current coupon rate, the era needs to pay more than $700 million in interest every year, and even if Warner's creditors seek debt-to-equity swaps after the fact, the annual interest on the 12 billion bonds in my hand is as high as $600 million, which is a lot of pressure. ”

"That's ......," Kate said with a laugh.

……

Huamei Securities, which was hired by Time Company, was also very dedicated and quickly got everything done, and Time Company and Warner Bros. quickly signed an acquisition agreement.

In the face of Paramount's hostile takeover, the management of Times Company did not use more fierce anti-takeover measures except through public opinion interference. Just when market analysts thought that Times had compromised and accepted its fate, Times suddenly had a new move.

A senior executive of Times Inc. privately revealed that it would acquire Warner Bros. for $14.65 billion!

Wow.

This news undoubtedly caused a bomb to be thrown into the calm and waveless lake, and it immediately exploded, no. It must have blown up a storm and waves.

$14.65 billion!

Time Inc. acquires Warner Bros.

Everyone was stunned by this news, no one thought that the reappearance of the long-lost Times Company would bring such a bombshell news to everyone.

How can it be...... How could Time Inc. acquire Warner Bros.? It's only worth five or six billion dollars, so how can there be so much money to buy Warner Bros.?

Whether it is the bank, the bond market or the fund institution, there has been no news that they will provide financing support to Times Company.

Therefore.

After the shock, almost everyone felt that the news was untrue, and it was just used by Times to deter Paramount.

Equally.

Paramount, too, laughed off the news of Time's acquisition of Warner and continued to invest heavily in the acquisition of shares in Time.

Earlier, when the merger negotiations between Time and Warner Bros. were basically reached, they reported to the regulators. Although the merger has now turned into an acquisition, the essence of the merger of the two companies has not changed, and the regulators have not hindered it, and the acquisition review has been quickly passed.

The last obstacle is removed.

Time immediately held a press conference, and Ross personally announced the news of Time's acquisition of Warner, and changed the company's name to "Time Warner" in order to show the importance of Warner Bros. As soon as Time Warner was born, it surpassed Disney to become the largest entertainment and media group in the United States. It has jurisdiction over book publishing, magazines, newspapers, television networks, radio, film and television production, film and television distribution, cinemas and other businesses.

The reporters attending the press conference were stunned when they heard the news from Ross. The previously rumored news of Times Inc.'s acquisition of Warner Bros. is true!

$14.65 billion.

Times actually bought Warner Bros. for $14.65 billion, staging a big scene of snakes swallowing elephants.

After a long period of silence, the reporters slowly digested the shocking news. The venue suddenly erupted.

"Time Warner's annual revenue will exceed $30 billion, and it will become the ...... to surpass Disney to become the largest entertainment and media group in the United States."

Ross stood in front of the stage and spoke passionately about Time Warner's bright future.

Sou.

Taking advantage of the gap, a reporter quickly squeezed forward from the crowd and raised the microphone without saying anything. "I'm Tonny, a reporter for the Wall Street Journal, and I would like to ask Mr. Ross where the money came from for Time Inc.'s acquisition of Warner Bros. It seems that there is no news circulating in the market that Times is seeking financing. ”

The reporters standing in front found that they were suddenly cut in line by a small reporter, and they all glared at Tony, but the questions raised by Tony were also what they wanted to know, so they could only endure it and wait for the response of Times Company.

"Ha, we don't have that much money, but we managed to issue $15 billion in bonds! Because the bonds were privately subscribed in full, there was no need to sell them to the outside world, and there was no news of our bond issuance and financing in the market. Ross patiently explained with a smile on his face.

Subscribe privately, not for sale?

No way!

The $15 billion bond, even if a large investment institution jointly acquires so many bonds, will be disclosed to investors in a timely manner, and it is impossible that there will be no rumors at all. Is it an investor, it is even more unlikely, not to mention whether there are so many funds, who has the courage to invest all their funds in a company.

"Mr. Ross, who bought the bonds of Time Company? Who arranged the financing scheme for you? Tony asked.

"I can't disclose who the bond buyers are. As for why it was able to obtain $15 billion in financing unknowingly, it is thanks to the merger and acquisition consultant of this acquisition - East West Securities! Without East West Securities' financing arrangements, our acquisition would not have been as smooth as it was. ”

East West Securities?

All the reporters were stunned, they didn't have any impression at all, but East West Bank was very familiar with it, and East West Securities, I hadn't heard of it.

"Huh. Mr. Alex, CEO of East West Securities, was also present, and if you are interested, you can ask him for details in person. Mr. Alex, please ......" Ross knows that Tang Bao arranged for East West Securities to act as an M&A advisor to Time Inc. Just wants to be famous, he naturally wants to give a chance.

Forthwith.

Alex walked up to the front desk, nodded slightly to the reporters, and briefly introduced: "Hello reporters, I am Alex, CEO of Huamei Securities. I am pleased that East West Securities, an investment bank that has only been established for less than two months, and this is the first major transaction since the establishment of East West Securities, and I am pleased that East West Securities has successfully assisted Mr. Ross in completing the acquisition plan. ”

"Before this, I knew that Tang owned East West Bank, is East West Securities related to East West Bank?" A reporter who is familiar with East West Bank asked.

"Huh. This reporter is very sensitive, and I can tell you that East West Securities and East West Bank are brother companies, both of which were founded by Tang. ”

Originally, I thought about this, and the reporter suddenly showed that it was really like this. With East West Bank, and quietly getting involved in investment banking, reporters suddenly found the news.

Looking at the reporters with shiny eyes, Alex naturally knew the urine nature of these reporters, and hurriedly said: "Your protagonist today is Time Warner, and I won't talk too much about topics that have nothing to do with it." ”

"I know that East West Securities was founded by Tang. I'm not surprised that you were able to quietly arrange such a large amount of financing. But I still wonder who bought the bonds. Did Don buy it? Tony seized the opportunity and asked again.

"I'm sorry, but I can't disclose it without the investor's permission. If you're interested. You can go to Don to confirm. Alex said.

Immediately smiled and nodded and walked down, giving up the position to Ross again, and having a brief appearance was enough to completely knock out the fame of Huamei Securities. Alex ran down. The reporters were a little disappointed, but remembering that Time Warner was also big news, they had to concentrate.

"Excuse me, Mr. Ross. At the critical moment when Times Company encountered a hostile takeover, why did you buy Warner Bros. in a hurry? ”

"We just want our shareholders to know that we have a bigger plan for the company. This is more advantageous than selling one-body to Paramount. Holding Time Warner shares will give you more investment income...... Of course, we also want Paramount to retreat, and we do not welcome its acquisition. Time Warner is bigger and saddled with $15 billion in debt, making it a good fit for Paramount. Ross said proudly.

“……”

The reporters were collectively speechless, it was the first time they had seen a company's CEO so proudly and proudly flaunt the company's debts.

Immediately, the reporters became excited, it seems that this is a trick to resist the hostile takeover of Paramount. At the beginning of the hostile takeover, many people speculated that Times would issue a large number of new shares to dilute its equity, but they did not expect that Times would endure the pain of self-harm. That's right, it's self-harm, and it's a huge debt burden of 15 billion all of a sudden, not what self-harm is. Time Warner's scale has skyrocketed, and it will be more difficult for Paramount to continue to acquire, coupled with the $15 billion debt it is carrying, Paramount will have to consider whether it can afford such a huge debt before forcing it to buy.

$15 billion in debt!

Any sane company would be deterred...... However, it is not excluded that there are some alternatives.

Then.

"Since this acquisition is a defense against Paramount's hostile takeover, I don't think the $15 billion bond is a simple bond, and does the bond issued have any ancillary terms?" A reporter wearing glasses suddenly asked a relatively professional question, and seemed to be familiar with the offensive and defensive measures of the hostile takeover case, but in fact he was not an expert, just a pretext arranged by Ross in advance.

If he doesn't publicize the toxicity of the $15 billion bond, how can he guarantee to scare Paramount away? After all, he just wants to fend off Paramount's hostile takeover, not pit the other party to death. The fish died and the net was broken, and the biggest benefit was not he Ross, but Tang Bao, the holder of the bond.

"Because the cost of financing is relatively low, we make some concessions in other areas. That is, when Time Warner suffers a hostile takeover and changes control, creditors can decide whether to exercise the option to request early redemption of the bonds from the company. If the issuing company is unable to repay the debt in a timely manner, the creditor has the right to exercise the right to convert the debt into equity at the current stock price of 45%. Rosdow, as if afraid that the reporter would not be able to understand it thoroughly, explained, "To put it simply, with the change of controlling stake in Time Warner, creditors may be concerned about the safety of the bonds, and may immediately ask the company to redeem the bonds." If the company is unable to pay its debts, creditors have the right to exercise the debt-for-equity swap at 45% of the current share price. ”

Wow.

After listening to Rose's explanation, the reporters were shocked, and secretly said in their hearts, this is simply a poison specially prepared for Paramount.

……

At the end of the press conference, the reporters immediately dispersed and hurried back to write press releases. Various media outlets are reporting on Time Warner's acquisition as quickly as possible.

"The birth of the largest entertainment media group in the United States - Time Warner!"

"$14.65 billion sky-high deal, Times Inc. lightning acquisition of Warner Bros."

"Huamei Securities, Tang quietly laid out the investment banking industry."

"Tang invested $15 billion to help Times resist Paramount's hostile takeover......"

"The first order of Huamei Securities' M&A business, leading the era to acquire Warner, and secretly helping Times resist Paramount!"

"Time Warner is proud to announce that the company has a debt of $15 billion!"

"Time Warner has prepared a dose of the most potent poison for Paramount......"

……

……

At this time.

Paramount's headquarters.

Davis looked at the news report with a gloomy face. $15 billion in debt, especially when he learned about the terms attached to those debts, he was almost angry.

Right now.

Time Warner is the most beautiful poison, tempting and highly toxic, if you can't help but swallow it, it will definitely kill you immediately.

"There is no point in this acquisition, retreat." Eisner said with a calm face.

"Hmm."

Davis also nodded silently, knowing that Time Warner had dug such a big hole for him, he would not jump unless he wanted to die.

Forthwith.

Paramount announces that it is abandoning the acquisition of Time Warner! (To be continued......)