#merger

Posts mentioning hashtag #merger

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Five9 being sold soon

https://www.sec.gov/Archives/edgar/data/1288847/000128884725000177/fivn-20250729.htm

Now sale will only need to be approved by a implement majority, not 2/3rds that doomed Zoom’s $15B takeover bid

Removal of Supermajority Vote Threshold
Since its initial public offering, the Company has maintained a voting threshold in its Certificate of Incorporation of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the stock of the Company for (i) amendments, alternations, changes or repeals, or adopting provisions inconsistent with, certain sections of the Company’s Certificate of Incorporation, and (ii) amendments, alterations, changes or repeals of the Company’s Bylaws (the “Supermajority Vote Threshold”). While the Board believes that the Company’s stockholders have benefited from having the Supermajority Vote Threshold, the Board determined on July 29, 2025 that it is advisable and in the best interests of the Company and its stockholders to remove the Supermajority Vote Threshold.
The Board intends to approve and recommend to the Company’s stockholders at the 2026 Annual Meeting an amendment to the Company’s Certificate of Incorporation to replace the Supermajority Vote Threshold with a majority vote threshold, effective at the conclusion of the 2027 Annual Meeting.


Impact of Judge's Motion for hold separate order on SD 1

Looks like if Judge Casey Pitts grants the motion for Hold separate order on Monday, the sales day 1 program (go live scheduled for Jan 2) specifically the effort to combine both companies sales data into one tool would be immediately frozen. The companies would be legally prohibited from scrambling of the eggs. Merry Christmas.


Huntington Acquisition Triggers Cadence Bank Job Cuts

Layoff notices are being issued to Cadence Bank staff. The job reductions stem from Huntington Bank's recent acquisition. Huntington Bank described the cuts as part of a merger integration. Huntington pledged to maintain operations in Tupelo, Mississippi. More job reductions are anticipated, though Huntington aims to restore positions by 2028.

https://www.djournal.com/news/business/cadence-bank-layoffs-begin-company-maintains-it-is-committed-to-tupelo/article_05b780fe-6373-4bb7-a31e-c9da3b8be5f3.html


If anyone needs some good news today…

Warner Bros Discovery has urged shareholders to reject a $108.4bn hostile takeover offer from Paramount Skydance, branding it “inadequate” amid an extraordinary corporate battle to control the legacy media conglomerate.

In a blunt letter to shareholders on Wednesday morning, WBD accused Paramount of having “consistently misled” investors by claiming its bid has a “full backstop” – a safety net to ensure it has sufficient funds – from the Ellisons.

Paramount did not immediately respond to a request for comment.

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” Samuel A Di Piazza Jr, chairman of WBD’s board, said in a statement. “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals.

“We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

Source: The Guardian


BP merger was actually a possibility

Interesting article explaining that Greg Gut, our former M&A chief pitched the idea of acquiring BP to Wael and Sinead. Wael shot it down of course but Andrew McKenzie was interested. Greg left after being shot down. Article makes some interesting points about where we’re lacking. I’m not in the upstream side so happy to yield to anyone with real insight about our reserves. Sharing because I thought the BP rumors were simply that. Turns out was a real possibility.

https://giftarticle.ft.com/giftarticle/actions/redeem/edbd2278-e222-4570-85bd-da8de3548a1a


Tech issues related to merger, still happening

I was informed by a teller that many deposit accounts are flagged incorrectly as individual when they should be joint. She said this is a bug, left over from the merger. I went in to the branch because of a letter stating as much. What happened to "we will look at both BB&T and STI systems, evaluate which is best, and migrate to those systems"?


The Sprint doom-loop

I have said it before and I will say it again, anything that Sprint touches fails in the end. Look out T-Mobile legacy employees... I give you 5 more years before Sprint pulls T-Mobile USA into bankruptcy. Sprint and everything Sprint was and is cancer. Good luck with it all, you will need it!


End Game

Netflix and the Hollywood End Game
Monday, December 8, 2025


Warner Bros. started with distribution. Just after the turn of the twentieth century, Harry, Albert, Sam, and Jack Warner bought a second hand projector and began showing short films in mining towns across Ohio and Pennsylvania. In 1907 they purchased their first permanent theater in New Castle, Pennsylvania. Around the same time, they began distributing films to other theaters, and by 1908 they were producing their own movies in California. In 1923 the brothers formally incorporated as Warner Bros. Pictures, Inc., becoming one of the five major Hollywood studios.

What the brothers realized early on was that distribution was not a particularly good business. You had to maintain the theater, source films to show, and your profit was capped by seating capacity, which you had to work constantly to fill. Every empty seat represented revenue lost forever. Producing films, on the other hand, was far more lucrative. A movie could be made once and monetized repeatedly.

In this sense, Hollywood was the tech industry before there was a tech industry. Studios invested heavily upfront in assets that could be leveraged again and again. While Warner Bros. and its peers did at times own large theater chains as part of vertically integrated businesses, the 1948 Paramount decrees forced a breakup. The theaters were spun out because content creation was simply the better business.

That business improved over time. Television created expansive new licensing opportunities for films and later TV shows. Homes had more televisions than cities had theaters, and access was constant. Home video added another window, allowing movies to generate revenue through rentals and sales. The largest windfall came from the cable bundle, where roughly 90 percent of households paid increasing monthly fees for access to vast amounts of content they mostly did not watch. Hollywood revenue became a de facto annuity.


Internet Distribution and Aggregation

Netflix, founded in 1997, also began with distribution, specifically DVDs by mail. Its streaming service launched in 2007, exactly 100 years after the Warner brothers bought their first theater. The differences were fundamental. Internet distribution meant Netflix was available everywhere, with no physical infrastructure to maintain. Every additional customer carried near zero marginal cost, and the potential market was theoretically the entire world.

Over time, Netflix, like Warner Bros. before it, backward integrated into content production. Unlike traditional studios, however, Netflix’s content production has always existed solely to serve its distribution. Netflix understood something Hollywood was slow to grasp. On the Internet, distribution is even more scalable than content.

This is not immediately obvious. Content is scarce and exclusive, while Internet access is universal. Yet universal access creates an abundance of content far beyond what anyone can consume. This shifts power to Aggregators that organize content on behalf of users, delivering a satisfying experience. Consumers flock to the Aggregator, suppliers follow, content increases, and the cycle reinforces itself. Over time, the largest Aggregators gain overwhelming advantages in customer acquisition and churn reduction. That is the true source of their economic power.

Hollywood studios learned this lesson painfully over the past decade. As Netflix grew and commanded a superior stock multiple despite producing what many considered inferior content, studios believed they could win by leveraging their content libraries. Content was king in a world constrained by physical distribution. On the Internet, customer acquisition and retention in a world of infinite alternatives matter more. That was Netflix’s advantage, and it has only grown.


## Netflix Buys Warner Bros.

On Friday, Netflix announced it would acquire Warner Bros. for $72 billion. The deal follows Warner Bros. Discovery’s plan to split its studios and HBO Max from its cable networks. The transaction values Warner Discovery shares at $27.75, with an enterprise value of approximately $82.7 billion.

Paramount had submitted a $30 per share all cash bid for the entire Warner Bros. Discovery business, including cable networks. Netflix, by contrast, is acquiring only the Warner Bros. studio assets. Reports suggest the remaining business is being valued at roughly $5 per share, implying Netflix effectively outbid Paramount.

It is also worth noting the asymmetry in resources. Paramount’s bid would not have been supported by its operating business, which is valued around $14 billion, but by the personal wealth of David Ellison’s family. Netflix, meanwhile, is valued at approximately $425 billion and generated $9 billion in cash flow over the past year. This was not a fair fight.

This outcome aligns with a scenario outlined in 2016, where Netflix was positioned not as another cable channel, but as a dominant Aggregator with power over suppliers. Netflix’s superior viewing experience drove user acquisition. Its user base attracted suppliers, which improved its offerings, which attracted more users. In the most optimistic outcome, Netflix would become the only TV service consumers need.

One obvious path would have been Netflix becoming the primary buyer for Hollywood suppliers, as seen in its relationship with Sony. However, several developments may have pushed Netflix toward outright ownership.

In 2019, Netflix launched Formula 1: Drive to Survive. The show dramatically increased the value of Formula 1 media rights, yet Netflix captured none of that upside. In 2023, NBCUniversal licensed Suits to Netflix, turning a dormant library show into a streaming phenomenon and revealing Netflix’s ability to dramatically increase IP value. In 2025, KPop Demon Hunters became a global hit, largely enabled by Netflix’s algorithmic distribution.

Great content still needs distribution and effortless access to prove its worth. KPop Demon Hunters succeeded on merit, but only because those merits were accessible on the world’s largest streaming service.

Netflix executives appear to have concluded that licensing leaves money on the table. If Netflix can uniquely increase IP value, owning that IP becomes the logical step. Forcing consolidation in Hollywood and removing a rival streamer in the process only strengthens the case, despite the risks and high price.


## Netflix’s Market and Threat

The removal of a rival streamer raises regulatory scrutiny. Media mergers receive intense oversight, and this deal will be no exception. President Trump publicly noted concerns about market share, signaling a lengthy Justice Department review.

This deal differs from past cases. It is partly vertical, with a distributor acquiring a supplier, which is typically approved. However, Netflix is likely to make Warner Bros. content exclusive over time, sacrificing short term licensing revenue for long term pricing power.

It is also partly horizontal, as Netflix is effectively acquiring and shutting down a competing streaming service. Horizontal mergers receive greater scrutiny because they reduce competition. Netflix may argue that HBO Max customers largely overlap with Netflix subscribers, and that consumers benefit by paying for fewer services in the short term.

Ultimately, the case hinges on market definition. If defined narrowly as subscription streaming, Netflix faces challenges. If defined as TV viewing broadly, including linear TV and YouTube, Netflix’s share is far smaller, and its primary threat becomes clear.

That threat is YouTube. YouTube dominates consumer time spent, including on TVs, and does so with content acquired for free. It will always have more new content than any professional studio.

Professionally produced content’s advantage lies in longevity and rewatchability. Libraries matter. Netflix’s ability to make library content more valuable explains why it may be initiating Hollywood’s end game now. The true threat to Hollywood is not just free distribution, but the fact that anyone can now create content, and that reality is already winning in the market.


Blue KC

Looks like the layoffs are put on hold for the time being with the acquisition of KC.

Hope you all still hanging in there aren't getting abused between doing more with less, major changes to ACA, plus onboarding another Blue on top of it.


Antitrust Fine

The settlement requires the largest divestiture of outpatient healthcare services to resolve a merger challenge (by number of facilities) and imposes a $1.1M civil penalty for false certification
The United States District Court for the District of Maryland today entered the Final Judgment proposed by the Justice Department’s Antitrust Division, together with its state co-Plaintiffs, requiring broad divestitures to resolve Plaintiffs’ challenge to UnitedHealth Group Incorporated’s (UnitedHealth) $3.3 billion acquisition of Amedisys Inc. In addition, Amedisys must pay a $1.1 million civil penalty to the United States for falsely certifying that it had provided “true, correct, and complete” responses under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976.

“Under President Trump and Attorney General Pam Bondi, this Department of Justice has moved quickly to resolve transactions, ensuring Americans see the benefits sooner,” said Associate Attorney General Stanley Woodward. “This settlement preserves competition where it matters most for American families – healthcare.”

“This is a tremendous outcome for competition in the healthcare industry, where competition itself is critical to the public interest and the well-being of all Americans,” said Assistant Attorney General Abigail Slater of the Justice Department’s Antitrust Division. “I commend the Antitrust Division’s Staff for prosecuting this case throughout a contentious litigation to reach this settlement on behalf of seniors, hospice patients, nurses, and their families.”

The settlement requires UnitedHealth and Amedisys to divest at least 164 home health and hospice locations (including one affiliated palliative care facility) across 19 states, accounting for approximately $528 million in annual revenue. By number of facilities, this is the largest divestiture of outpatient healthcare services to resolve a merger challenge. In addition, the proposed settlement:

Obligates UnitedHealth to divest eight additional locations if it fails to obtain regulatory approval for the divestiture of associated facilities without the additional locations;
Imposes a monitor to supervise UnitedHealth’s divestiture of the assets and compliance with the consent decree;
Provides the divestiture buyers with the assets, personnel, and relationships to compete against UnitedHealth in the overlap areas;
Incorporates robust protections to strengthen adherence to the decree and deter interference with the divestiture buyers’ ability to compete; and
Requires Amedisys to pay a $1.1 million civil penalty and train its corporate and field leadership on antitrust compliance for falsely certifying that the company had truthfully, correctly, and completely responded to the United States’ requests for documents.
The Court has appointed William E. Berlin, of Hall, Render, Killian, Heath & Lyman, to serve as monitor in this matter.

UnitedHealth is a vertically integrated insurer, healthcare provider, pharmacy benefit manager, and healthcare software and services vendor headquartered in Eden Prairie, Minnesota. UnitedHealth acquired Amedisys’s home health and hospice rival LHC Group Inc. (LHC) in 2023. Amedisys was a home health and hospice


The way it way

I am not saying this to speak poorly of the wireline business. I come from the wireless side, and the culture at Verizon Wireless was a good one. After the "merge" everything got worse. The culture changed. The things Dan mentioned about doing the right thing for the customer resonates with me because it used to be that way. "Process" took a back seat to customers. We did what was right. After the "merge" we became so caught up in red tape. I miss Verizon Wireless.


Provider Network/Client Mgmt/Care Transitions

Does anyone actually know what the life expectancy is for Provider Network/Client Management/Care Transitions roles? Mergers, no direction and messy mix of job roles and responsibilities makes it feel pretty clear at least one, if not all departments/employees will be let go. Does anyone have any actual insights to this?


OK, everyone chill now

David Zaslav, CEO of Warner Bros Discovery, reassured employees in a company town hall that the upcoming merger with Netflix is expected to bring only minimal layoffs. He said Netflix wants to retain most WBD staff since the streamer needs added personnel to support its operations. Zaslav acknowledged that mergers naturally create anxiety, but he emphasized that this pairing feels like a good match for both sides. The information comes from internal remarks reported by TheWrap, based on what staff were told in the meeting.

https://www.thewrap.com/david-zaslav-layoffs-minimal-warner-bros-discovery-netflix-deal/


LA Times: Paramount was poised to buy Warner Bros. Discovery. What went wrong

Paramount was poised to buy Warner Bros. Discovery. What went wrong
By Meg James and Stacy Perman
Dec. 6, 2025

Paramount’s 30 dollars per share bid for Warner Bros. Discovery, backed by Larry Ellison, collapsed Friday when Netflix swept in with a competing 82.7 billion dollar deal. Analysts and auction insiders told The Times that several issues complicated Paramount’s effort, including low initial offers and overconfidence. Paramount is accusing Warner Bros. Discovery of rigging the auction and is expected to press regulators to block the Netflix deal as anti competitive.

Source: https://www.latimes.com/business/story/2025-12-06/paramount-larry-ellison-hollywood-warner-bros-netflix-skydance-sarandos

Ellison, the Oracle founder, had recently financed his son David’s 8 billion dollar acquisition of Paramount Pictures. The Ellison family then moved to acquire Warner Bros. Discovery for at least 60 billion dollars. With substantial financial backing and support from President Trump, many Wall Street analysts and Hollywood insiders assumed Paramount would win.

But Netflix shocked the industry by announcing its own blockbuster agreement to acquire the Burbank studio, HBO Max and HBO for 82.7 billion dollars. The Warner board judged Netflix’s 27.75 dollars per share offer, which excluded CNN and other basic cable channels, a better deal for shareholders. It was a rare defeat for Ellison and a victory for Netflix’s co CEO Ted Sarandos.

Auction insiders said Paramount’s first major misstep was submitting low ball bids. By mid October, Paramount had made three unsolicited offers, starting at 19 dollars a share. The Warner board unanimously rejected them as too low. Some Warner executives were irritated, feeling the Ellisons had swept into Hollywood and were trying to exploit the studio’s weakened state.

Paramount’s bid relied on Ellison’s pledge of 30 billion dollars in Oracle stock, according to a person familiar with the matter. As bidding escalated, Paramount sought additional capital from Apollo Global Management. When Warner opened the process to other suitors in late October, Netflix and Comcast joined. Paramount underestimated Netflix, in part because a senior Netflix executive had downplayed interest in public.

Analysts speculated that Netflix had been playing possum. One auction insider said Paramount acted as if it were the only serious contender. Meanwhile, David Ellison and RedBird Capital’s Gerry Cardinale were trying to secure funding from Middle Eastern sovereign wealth funds. Their outreach to Saudi Arabia, Qatar and the United Arab Emirates raised concerns among Warner board members about the stability of the Paramount offer. The fall of Oracle stock during broader market concerns about an AI bubble further complicated Paramount’s position.

Ellison’s ties to Trump also generated concern in Hollywood. Oracle is among the US investors expected to take a majority stake in TikTok’s US business after its separation from ByteDance, a move influenced by Trump. Paramount’s recent 16 million dollar settlement of Trump’s lawsuit against CBS over an edited 60 Minutes interview, its cancellation of Stephen Colbert’s show due to losses, and David Ellison’s hiring of Bari Weiss to run CBS News all contributed to perceptions of political alignment. Trump publicly praised the Ellisons and expressed support for the Paramount bid.

Paramount’s agreement to distribute Brett Ratner’s Rush Hour 4 just after renewed pressure from Trump added fuel to that perception. Some observers said the once advantageous relationship with the administration began to seem less appealing to potential regulators and international partners.

A White House meeting last month addressed Paramount’s bid and concerns about Netflix. During the same week, David Ellison attended a White House dinner for Saudi crown prince Mohammed bin Salman. A Guardian report, citing anonymous sources, claimed White House officials had informally discussed with Larry Ellison a list of CNN anchors Trump disliked and wanted removed if Paramount won the auction. That report raised alarms among foreign regulators.

People close to Paramount argued that CEO David Zaslav and board member emeritus John Malone were biased against the Ellisons and that Zaslav wanted to maintain his status as a Hollywood mogul. Paramount ultimately submitted six offers, including a final 30 dollars per share proposal, but none matched Netflix’s bid.

According to those familiar with the process, Paramount executives realized last Monday that they had been beaten. Two days later, the company accused Warner Bros. Discovery of abandoning any semblance of a fair auction process. Netflix said Friday that its deal will take 12 to 18 months to secure regulatory approval. Approval is far from guaranteed due to antitrust concerns about Netflix’s market strength.

Warner Bros. Discovery now faces a legal fight over its handling of the auction.

Larry Ellison, often remembered in Hollywood for a cameo in Iron Man 2 in which Tony Stark calls him the Oracle of Oracle, has long funded the film careers of his children David and Megan. Despite his age, the 81 year old Ellison remains deeply involved at Oracle as executive chairman and chief technology officer.

Ellison grew up in a modest South Side Chicago apartment, raised by relatives after his teenage mother gave him up. After dropping out of the University of Chicago, he moved to California, worked various programming jobs and helped develop early database systems at Ampex. Those ideas eventually became the core of Oracle, which he co founded in 1977 with 1,200 dollars and concepts inspired by an IBM research paper. Oracle grew rapidly, won its first contract with the CIA, went public in 1986 and propelled Ellison to billionaire status by 1993.

Ellison developed a reputation for flamboyance and intensity. He collected super yachts, fighter jets, mansions and samurai swords, and won the America’s Cup twice. He was unafraid of confrontation, once hiring investigators to comb through Microsoft’s trash during the company’s antitrust trial, calling it his civic duty.

At Oracle, Ellison pushed into cloud computing, healthcare and AI, partnering with Nvidia, Meta and xAI.

Hollywood, however, was shaped by his children. With large trusts of Oracle and NetSuite stock, both entered the film business. Megan founded Annapurna, known for films like Zero Dark Thirty and Her. David tried acting and produced the unsuccessful 2006 film Flyboys before launching Skydance Media, producing major hits including Top G-n Maverick, Star Trek and Grace and Frankie and expanding into animation, sports and gaming.

Larry Ellison stepped in when needed, including restructuring Annapurna in 2018 after heavy losses. He financed David’s 8 billion dollar deal to buy Paramount and holds nearly 78 percent of the new company’s stock. The family announced plans to rejuvenate Paramount through technology investments and franchise building around Top G-n, Star Trek and Yellowstone.

They also made clear they are not walking away from Warner Bros. Discovery. Those who know Ellison say he should not be underestimated. History shows he is always ready for a fight.


Somnigroup proposes to buy Leggett & Platt

"Additionally, because Leggett & Platt's business is complementary to Somnigroup's
businesses, we would expect to not only retain most of Leggett & Platt's management team and employees, whose knowledge, experience and talent would be invaluable to the
Somnigroup organization, but also provide them future career opportunities in the broader Somnigroup organization. We also expect to retain a significant presence in Carthage."

Sure.


Is this how it will go down? Any other info?

Layoffs confirmed by a senior leader at my plant that has majority experience in the corporate offices. They said it will impact a lot of corporate positions & may also impact some field roles. They said it’ll happen end of this week early next so brace yourselves! They’re blaming it on the merge but we all know they’re out sourcing roles to Mexico etc

Came across this while scrolling through our board, checking for updates. OP: @b5+1kbdhf394


Tighten the Lug Nuts

"The decision to step away from a stock in the middle of a transformational transaction can be as revealing as a new stake. Frontier is deep into its pending acquisition by Verizon, a deal that was announced more than a year ago and aims to accelerate fiber rollout and reshape the company’s competitive position. Yet even with record operational momentum—including 25% year-over-year consumer fiber broadband revenue growth and 133,000 quarterly fiber net adds—the uncertainty surrounding regulatory approval, capital intensity, and integration risk may be prompting some managers to de-risk exposure."

https://finance.yahoo.com/news/investor-exits-3-4-million-172230032.html


Omnicom says its mega-merger with IPG will lead to 4,000 job cuts

  • Omnicom's $9 billion merger with Interpublic Group will result in about 4,000 job cuts.
  • The merger creates the world's largest advertising agency group with $25 billion in revenue.
  • Omnicom will retire legacy brands and restructure into new divisions to streamline operations.

https://www.businessinsider.com/omnicom-ipg-advertising-merger-to-result-in-4000-layoffs-2025-12?op=1


3 Days RTO was all about Frontier

It’s common knowledge amongst the Leadership that Federal approval for the Frontier deal had a condition attached for Verizon to get staff back into the office…Hammocks video was a smokescreen. It has nothing to do with collaboration and everything to do with keeping the US Government on side


Feeling a bit better made it thru My director told me I should be good next round of layoffs

So we have all been stressed but made it thru .I am feeling better since my director told me I should be ok the next round of rifs after the frontier merger.He said we all may have to pick up the extra slack but it will show we are value.