WHEN: Today, Wednesday, December 17, 2025
WHERE: CNBC’s “Squawk Box”
Following is the unofficial transcript of a CNBC exclusive interview with Warner Bros. Discovery Board Chair Samuel Di Piazza Jr. on CNBC’s “Squawk Box” (M-F, 6AM-9AM ET) today, Wednesday, December 17. Following is a link to video on CNBC.com: https://www.cnbc.com/video/2025/12/17/paramount-just-didnt-measure-up-to-netflix-on-its-bid-warner-bros-chairman-samuel-di-piazza.html.
All references must be sourced to CNBC.
DAVID FABER: Sam, thanks for coming down.
SAMUEL DI PIAZZA, JR.: Thank you David for having us.
FABER: Sam Di Piazza is the chairman of Warner Bros., of course, leads the board of directors. We’re going through the filing right now. It’s quite voluminous.
DI PIAZZA: It is.
FABER: But we were talking, I guess I want to start on really what is Becky’s question as well, which is around this financing question, if I could term it that way that the board had. Can you explain why you would not trust that one of the richest men in the world would not be there when asked to provide the financing for the deal?
DI PIAZZA: Well, first again, thank you for having us here to tell our story. Let’s begin with the fact that Netflix made a compelling offer. It was heavy in cash, certainty of close, a high termination fee. It had all and they responded to the to the operating issues that we were concerned about. Peace guy had every opportunity to deal with that broad range of issues, and they chose not to. And ultimately, the equity stack is always important here. And to be very direct, nowhere in any of these proposals did Larry Ellison guarantee.
FABER: And that could have potentially changed the board’s decision?
DI PIAZZA: Well, obviously, the ability to deal directly with Larry if there was an issue to close would be critical. Otherwise closing might not happen. And some of the proposals, and you’ve read them now, some of the proposals gave multiple ways for that equity stack to disappear. Now he guaranteed it through an irrevocable trust at the last minute. And frankly, that wasn’t as good as an investment-grade company that purported strong value, great response to our concerns of what it took to operate. So this is I have enormous respect, as does the board for the Ellison family and for the Paramount company. They just didn’t measure up on these bids.
FABER: Because, you know, when many investors look at it, and obviously I’ve talked to many of them, as you might imagine—
DI PIAZZA: So have we.
FABER: They don’t see it the same way. I’m sure you’re hearing from them to a certain extent. They see it as, wait a second, I got 30 bucks a share in cash from one of the richest men in the world. He’s saying he backstops it. The financing on the bank side seems to be there. You know, I think it was Wells Fargo, Apollo, and 30 bucks a share with what they feel is more certainty around antitrust, that it is a quicker and easier approval process, and they simply say again, well, wait, you’re talking about what? The possibility that he’s going to empty his trust at some point and run away from this? I mean, they don’t quite follow.
DI PIAZZA: Well, our shareholders are thrilled at this point.
FABER: Well, they have to be very happy.
DI PIAZZA: They’re looking—
FABER: By the way, take a look at that, Sam, that’ll make you happy too. That chart, yeah, no doubt. Although before they came, before Paramount came, nobody was happy.
DI PIAZZA: But we’ve been at this journey for three and a half years, de-levering the company, and we knew there had to be change. That’s why we announced the spin. And so when Paramount showed up, it became an active process. What is said on your show, you had David Ellison here, what’s said there, what’s said in “The Wall Street Journal,” are nice to hear. What’s important is what’s on the paper. And now, I think, given our release this morning, our investors can look and see, why did we decide that we were not confident that one of the richest people in the world would be there at closing and doing a deal is great. Closing a deal is better.
FABER: It is, without a doubt. They say they were disadvantaged in part throughout the process, they put this letter in there as well claiming that you and the board were not giving them the consideration you should have. What’s your response?
DI PIAZZA: Nothing further from the truth. And again, look at the way we responded in our release today. Dozens and dozens and dozens of meetings with all the bidders the peace guy team had hundreds of people visiting with us, and after each of their proposals, six, we haven’t this is the response to the seventh. After each of their proposals, we told them, as we did the other bidders, what you needed to do to reach our expectation. They chose not to. And in the end, the board’s responsibility is to take the highest value considering the risk and the other implications. We think that Netflix is compelling, and so it was not. It was really David, it wasn’t really a hard choice.
FABER: It wasn’t a hard choice.
DI PIAZZA: No, not at the end. It was not a hard choice.
FABER: Really? I mean, 30 bucks versus $28.75 is not a hard choice.
DI PIAZZA: $27.75.
FABER: Excuse me, $27.75.
DI PIAZZA: But it also includes—
FABER: 23.25 in cash and—
DI PIAZZA: It includes Discovery Global, which has two factors. It not only has the factor of its value and that’s what you guys have all been focused on. Analysts said $3, $4, $5 the market will ultimately decide on.
FABER: On the global networks piece, yes.
DI PIAZZA: But it also included the ability to separate it. And if the Paramount skip deal didn’t close, then we and we would have claims to peace guy, which is a great company, but it’s a $15 billion market cap company. We weren’t going to get out of that. We’d still be owning the networks combined with streaming and studio, and we just don’t think that that was a risk worth taking.
FABER: Did the board have full access to all the information in real time that it needed?
DI PIAZZA: Every step of the way, dozens. I mean, when I read the litany of meetings, I was actually fatigued just to have read what we went through. The board, saw all the proposals, all the documents. Once we got to the binding stage, the board went very deep. And in the interim stage, we had a small group of board members that were helping the advisors focus on the right kinds of issues, but we were keeping, I was talking to the board members every day, so dozens and dozens of calls to board members. So no, this was transparent. It was board led. It was robust.
FABER: It was board led because that’s also a key question, which is, how involved was David Zaslav, obviously, CEO. He’s going to be involved.
DI PIAZZA: Yes.
FABER: There’s no doubt about that. But there’d been a perception, I don’t believe it was necessarily correct, that somehow he was trying to secure himself a situation that would be most favorable for him post deal.
DI PIAZZA: Yeah, nothing further from the truth. And that’s the board’s responsibility. We’re not, we’re not representing David. We’re representing our investors. And so we’re looking for the ways to get the best value for our investors. If a bidder wants to hire David, that’s their business, but it can’t come at the cost of an investor. And so no, there were no thumbs on the scale on this one, and we were, we would have been very happy to do a peace guy deal.
FABER: And would you still be, let’s say that they address the concerns that you’ve raised in this 14 D9 that Larry Ellison says. All right, you’ve got my personal guarantee, whatever that may mean or not mean and they raised their bid. Would it be enough for the board to say to Netflix, all right, guys, we deem that potentially superior?
DI PIAZZA: The board has shown through this entire process, even in announcing the spin and doing the bridge and all of that that we will listen to whatever is presented to us, not in your show, but in writing and but at this point, I’m not going to speculate what they might do. I will say the equity is important, but there’s a lot of other things. We have a bridge loan to finance.
FABER: You do.
DI PIAZZA: And if we don’t finance it, we get in real trouble. And the peace guy deal, read, it is short in that space, and we told them that over and over.
FABER: Over and over again because they say, hey, you didn’t even respond to our last proposal. They say you didn’t respond to our last proposal. We didn’t even tell you it wasn’t best and final. How do you respond to that?
DI PIAZZA: We told all the bidders on that Monday to submit their best shot. We didn’t say best and final, we said, submit your best shot, and we have no obligation to come back and renegotiate it. That was the proposal that had a seven-stack equity group and the CFIUS issues. Those things popped up, and that—
FABER: It kind of went away.
DI PIAZZA: It did go away before the final, and the final shows up shortly before the board goes into session. We had to make a choice for our investors. We think these are incredible assets, and they need to have the right home, but our investors need to get the best value. And over the course of those days, it was clear to the board that the Netflix proposal was compelling.
FABER: Finally, just, you know, antitrust risk is similar? I mean, really, the board believes there’s not a material difference?
DI PIAZZA: Either of these deals can get done. Both of these deals will have to fight their way through the DOJ and so, as is always the case, I was on the AT&T board when AT&T did the deal with Discovery—
FABER: Warner, to acquire Warner, right.
DI PIAZZA: Yeah, and so, and we’re going to see a familiar face in that process. Each of these deals will have their challenges, but merging studios, merging streamers, they all have issues, but we think they’re both highly likely to get—
FABER: You do. Both highly likely, despite what might be the President’s potential opposition to one?
DI PIAZZA: You know, I’m not gonna I’m not gonna go there. I have enormous respect for President Trump. And we were following the law. We’re following the precedent. We think either of these deals will get done. I think introducing CFIUS and FCC in the Paramount deal, which they did for a while, and then they began to move away from it.
FABER: Yes.
DI PIAZZA: That only complicated it. Netflix is clean, a direct path to closure, and it’s highly cash. It’s a great company. They will let us operate. They’ll let us spin the Discovery Global. It was a compelling offer.
FABER: When are you gonna, when are you gonna have a shareholder vote to tell us about.
DI PIAZZA: We haven’t set the date. We want to get through a few of these issues first, but it’ll be in the spring sometime.
FABER: In the spring?
DI PIAZZA: Spring or early summer, but it’ll be as soon as we can get to that.
FABER: You’re gonna be getting a sense from your shareholders prior to the shareholders prior to that as to how they’re going to vote.
DI PIAZZA: Yeah, and and we hear from a lot of shareholders, and our shareholders are very pleased that we’re representing them. We’re not representing anything else, and so they are. They’re very encouraged by the fact of what we’ve done to this point. They want us to they want to see us to have a deal that brings them value, considers risk and cost and can get closed.
FABER: No, understood, it comes back to where we started. Sam, certainly appreciate you taking the time here. Obviously, we’ll be following this closely, perhaps speak again prior to that yet to be set shareholder vote,
DI PIAZZA: Happy to do it.
