For Proxy Fight, Skydance Plans To Nominate Enough Directors To Overturn Majority Of WarnerDiscovery’s 14-Person Board. One Of Those Nominees Include Matt Halbower, CEO Of Pentwater Capital, Which Owns 50M Shares As Seventh-Largest Investor. Halbower Says The Ellisons’ Latest Offer Must Be Engaged.

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“Paramount is in discussions to nominate Pentwater Capital Management, a top Warner Bros Discovery shareholder that has voiced support for its rival bid, to the studio and streaming giant’s board as it seeks to derail Netflix’s takeover.

Paramount has enlisted Matt Halbower, Pentwater’s chief executive, as a potential board nominee for its proxy fight against WBD, according to people familiar with the matter. The list of nominees was still being drafted, they added.

After being approached for comment by the FT, Halbower confirmed that he had been in discussions with Paramount about being a board nominee, but stressed: “No final determination has been made.”

The proxy fight is central to a high-stakes campaign by Paramount to bring WBD back to the negotiating table after the Hollywood group agreed in December to sell most of its business to Netflix for $83bn, rejecting a rival $108bn offer from Paramount for the whole business.

The battle will decide the fate of one of the world’s most coveted libraries of films and television behind Harry Potter films and the DC Comics franchise. WBD has so far rebuffed eight approaches by Paramount, which kicked off the bidding process last September.

In a statement to the FT, Halbower said he would prefer if WBD re-engages with Paramount’s improved offer and a proxy fight is not needed. “If however the Warner Brothers Board fails to engage with Paramount, I would consider that to be a serious breach of the Board’s duty owed to shareholders which would make it more probable that I would appear on Paramount’s slate.”

Paramount is planning to nominate enough directors to overturn a majority of WBD’s 14-person board, the people said. Final decisions have not been taken about the slate, they warned. The other board nominees could not be ascertained.

Paramount last month made a plea to WBD shareholders to vote down the Netflix deal at a shareholder vote in March. It added that it would nominate directors at WBD’s annual meeting, likely to be held over summer, who would “engage on [its] offer and enter into a transaction with Paramount”.

If Netflix’s deal is approved at the shareholder vote in March, that could deal a blow to Paramount’s pursuit of WBD. Netflix’s deal is expected, however, to face scrutiny from antitrust enforcers at the US Department of Justice, who have begun to investigate whether the streamer’s practices are monopolistic.

The endorsement of Pentwater, WBD’s seventh-largest shareholder with a stake worth at least $1.3bn, would be a coup for Paramount in its pursuit of WBD. Pentwater has previously been vocal about its support, telling WBD’s board in a letter last month that its decision not to re-engage with Paramount was “an error”.

Paramount earlier this week improved its $30 a share offer for WBD by offering a “ticking” fee to compensate shareholders if regulators delay approval of the deal.

Under its latest proposal, Paramount is offering an additional $0.25 a share in quarterly payments if its transaction fails to close by the end of 2026, in effect taking on more of the regulatory risk of the deal.

But it has stopped short of raising its offer price for WBD, which analysts say is the clearest way to win over more shareholders. However, Paramount could yet sweeten its bid further, analysts have speculated.

Activist hedge fund Ancora earlier this week went public with a $200mn stake in WBD and said it would vote down the Netflix deal at the shareholder vote in March.

Ancora said WBD’s board had “erred in recommending” the Netflix deal, which it said includes “inferior cash consideration” and involves a “Hail Mary” path to regulatory approval.

Paramount and WBD declined to comment.”