TBPN - Paramount’s Deal Playbook, Trump Opens Nvidia’s China Door, Saudis Loosen Drinking Laws | Diet TBPN

Episode Date: December 10, 2025

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Just a few days until Christmas. We're so excited. We're live from the TVP and Ultradown. The Temple of Technology, the Fortress of Finance, the Capital, Capital. No travel until Christmas, baby. No travel until the new year. We're in the Ultradome hanging out. We're monitoring the situation.

We're monitoring the Paramount Netflix Warner Brothers situation, because this is one of the most fascinating deals. The deal has gone hostile. Paramount has launched a hostile bid to acquire Warner Brothers. That's an all-cash offer. A little end-of-year entertainment. Really, really. And it's a fun one because I feel like it's obviously tech adjacent,

but it's not the story that people have been monitoring all year. We've been talking about foundation models. That whole story has just gotten a little bit stagnant. Like I see Media said, they got tired of not getting enough attention. Exactly. Let's spice it up a little bit. Hey, let's spice it up. Here's something new to learn about.

So everyone's having fun. Everyone's learning new things. And I could tell because when I came in today, I had a bunch of questions that people were throwing at me. about how all of this works, why isn't Warner Brothers just going with the highest price? Like when I sell a stock, I don't care if Citadel or Jane Street's buying it. Like if I'm selling 80 bucks of stock, just give me the best price. But when you're selling an $80 billion company, there are other considerations. And it goes beyond just maximizing shareholder value.

And so I wanted to break down a few of those. So I did that in today's newsletter. We can run through that and then we can run through some of the news. This question, you know, it seems. obvious, the board has a fiduciary duty to maximize shareholder value. That's legal requirement to take the higher offer. And yet, that's not what's happening. Like yesterday we saw that Ellison and Paramount came in with over $100 billion. Of course, that included the CNN, the TV assets. But even when you broke it out, it seemed like it was very clear that Ellison was willing to pay

more money and make a higher offer. So under what circumstances can a board, whose job it is, to maximize shareholder value, not take the higher offer. They can't just, it can't just be whoever we had the better dinner with, right? Which is part of the news, of course. They went out to dinner and Paramount CEO David Ellison sent a text to David Zaslov, who's running Warner Brothers, after they made a hostile bid today to buy Warner Brothers. And David text the other David and says, David, but I guess he misspelled his name, even though that's his name, which is just funny. But anyway, says, I appreciate your underwater today. So I wanted to send you a quick text. Know that despite the noise of the last 24 hours, I have nothing but respect and admiration for you and the company.

It would be the honor of a lifetime to be your partner and to work and to be the owner of these iconic assets. He's talking about foghorn, leghorn. He's talking about Porky Pig. He's also talking about Batman and Superman, obviously, and Harry Potter and Lord of the Rings and a million other iconic assets, which is true. If we have the privilege to work together, you you will see that my father and I are the people you had dinner with, which I like that. I think that's cool. They, they had dinner.

It's a fantastic text. Yes, yes, yes. It's a great one. There are two main reasons why you don't just take, why your size might not be size. Directors at a company like Warner Brothers, they have to maximize shareholder value, but maximizing shareholder value is an expected value calculation.

So if you come in with $100 billion offer, and I think there's a 75% chance that you're going to, going to deliver that and someone else comes in with an $80 billion offer. And I think there's a 100% chance that they're going to deliver that. Well, the expected value of your bid is $75 billion. The expected value of their bid is $80 billion. I go with the $80 billion, even though it's like a lower headline number, it has a higher. How much of the calculus do you think is just a deal that will actually get done? A deal that doesn't get done could still have value because of a breakup fee. You could, in theory, go into a deal that you know is impossible.

And the example that I gave is, what if Bight Dance came in? And they were like, hey, you know, we're a $400 billion media company. We'd love to own porky bag. We'd love to own these iconic assets. Let's pick up Warner Brothers. We'd love to own CNN too. You know? Who knows what we'd put on the TV?

You already own TikTok. We already own TikTok. Why not CNN also? Why not Shark Week? But obviously, the government would block that. And we have, we have Sipheus, which is an organization. in the US government that determines whether or not an international buyer can take an American company because of intellectual property, all sorts of geopolitical considerations.

We don't want another country cornering a market on a really key piece of the supply chain, like the NVIDIA H-200, for example. Then there's also just the FTC. So certain deals, like I gave you the example yesterday, like Disney. Disney would be so blocked, I think, that that deal doesn't even get, kicked around. No one even talks about it. And because it would get blocked by the FTC. But it would maximize shareholder value

if Disney came and said, yeah, we'll give you a $10 billion break up fee and we want to try and buy you for $200 billion or a trillion or $200 million. Like you would immediately say yes, because you just want the breakup fee. But having being in this turmoil and being in this limbo and not being able to sign deals with other, that has an opportunity cost, right?

And so you might want to back off of that. And so basically the- Yeah, look you look back at the Figma acquisition, Adobe paid a billion dollar breakup fee. So that's effectively non-delutive financing for Figma. That has a happy ending because they were able to re-accelerate, get out into the public markets. But there was another situation where they went through a rough patch

and actually really needed that capital to get through. There's basically two buckets of risk that I think most deal makers would be considering in this situation. First is financing risk. So will they come through with the money and what money are they paying with? Because the initial offer, this is the history, there's actually been six offers put forward by Paramount. David Ellison is putting on a clinic of just not taking no for an answer. Because all the way back on September 14th, he offered $19 a share and 60% of that was cash.

So 60% cash offer. Then September 30th, two weeks later, he comes back, $22 a share. and ups the amount of cash to 66.7%. Zazlov is doing a masterclass and making your opponent negotiate against themselves. 100%. It's actually great. And so October 3rd, 2350 a share, 80% cash.

Then November 20th, 2550 a share, 85% cash. Then finally, December 1st, 2650 per share, 100% cash. December 4th, $30 a share, 100% cash. Now, why does this matter? Well, it's because you get locked into owning the shares of 40% of the shares is paramount, and then while it's closing the stock trades down, you wind up getting less value. And so the 80 billion today might wind up being 70 billion later. And that doesn't maximize shareholder value. There's also just the question of like, can you

actually marshal the cash? Just like if somebody comes to you and you're about to sell your house to them and they say, yeah, I'm definitely going to get a loan for this. Well, that's a financing risk. Maybe they don't. Maybe they back out of the deal. So why cash offers oftentimes. Exactly. If you can just prove that you have the cash, That makes difference. And I mean, he's effectively gone and done that because he's teamed up with Jerry Kushner, reportedly, and gone around the world. Got a whole bunch of different sovereign funds and just really people, any one of big deep pockets has kind of, you know, said, yes, I'm down to come along on this ride and put up a bunch of the capital. The capital has been marshaled.

It seems like it's ready to go. And then also you have Larry Ellison, who has three times as much money, I think, than the whole deal value. something like that, $275 billion to his name. And he's only trying to put together. Assets, not cash. Assets, not cash. But he should not just, I know they want it, but do not market sell your Oracle position, please. Yeah, but he's actually going all cash now.

But he's effectively acted as backstop. And so everyone who's come in and said, okay, who I guess I'm good for $10 billion of that $80 billion, but only if everyone else is in, Larry Ellison reportedly has come in and said, Well, you know, if there's one person in the bunch that backs out of their slug at the last second, I'll jump in and get that. He's not saying he's going to put up the whole 80. He's just saying he's backstopping it. David Ellison feels very, you know, good because he's done what Zazlov wanted him to. He said, hey, they wanted an all-cash offer. I brought them an all-cash offer. I brought them an offer that's higher.

And we believe that there's no reason why factor number two should come into play. And factor number two is regulatory approval. And so there's been this question about will Netflix get approved? If there was a different buyer, it would have even more regulatory risk. And so you don't want to, even if the price is higher, you don't want to accept a higher price with a lower chance of actual conversion. Bobby thinks NLE CHAPA might up his offer to 100K of cash and get back in the minute. In that scenario, at least you know that the 100K cash is real.

And it's going to be delivered on the day of close. Maybe in actual cash. Probably. I think that was the, that is funny because that was the joke of that meme was that he was giving like actual cash. When we're saying cash offer here, of course we are not talking about physical cash. Is Tyler doing money spread? What does he got? Did Christmas come early for you?

So I had a question though. What makes the paramount offer like hostile? Is it that it's like reacting to the Netflix offer? Is that the Netflix board or sorry, the Warner Brothers board went with Netflix and they're coming. It's hostile because they're saying. Screw the board decision. We want to go to the shareholders. Okay, yeah, because it sounds like they had a nice dinner and the text were like kind. Yes, yes, yes. No, no, no. No, no. No, no. No, hostile in the sense of like not accepting the final

the final decision there. And then, and then also there is a point where you can appeal directly to the shareholders and make the, you can actually make the legal case that the board is not acting in their fiduciary duty and in the interest of shareholders. But again, these things need to be argued in shareholder lawsuits because it is fuzzy. Like if I say, I'm offering you $100 billion and someone else is offering $80 billion and the board says, yeah, but that $100 billion has only a 75% chance of going through. You have to discount that. Now, now the board says it's worth 75. But whoever made that offer can say, no, we're actually good for it. You should apply a 10% discount rate and treat our offer as if it's 90% or 100%. And so all of those arguments,

those can be made in the court and the shareholders can, you know, react to that. And if the shareholders align and say, yeah, actually, we think we'd be getting more money here with this, with this deal, then they can push back against the board at a certain point. But, yeah. Friend of the show, high-powered media exec says, Zazlov has been architecting the situation for the last 12 months, sitting pretty, and he's a wily old fox and has what he has been shooting for. Two heavy hitters fighting over a deal.

Don't doubt there will be a couple more turns here with the price or even another bidder coming in sideways. Which is remarkable because the price is so high already compared to where it was six months ago. Zazlov, it really feels like it's coming together that he will be remembered as like an incredible business executive for this deal. Possible deal guy at the year? He's in the conversation. He's definitely in the... Sam was...

Sam looked like he was running away with it over the summer. That's true. Early fall. And he lost ball control. He lost ball control, yeah. There is a wrinkle that people haven't... really been considering, which is the fact that Warner Brothers Discovery holds a massive, often underrated vault of masculine cinema. And if this falls into the wrong hands, it could be...

What is masculine cinema? Masculine... Is that just guys being dudes on film? So they own, they own a bunch of Clint Eastwood films, Dirty Harry, Magnum Force, the Enforcer, Heartbreak Ridge, American Sniper, Letters from Iwo Jima, Unforgiven, Grand Torino. They also own Rambo, the whole service to loan the Cobra wing. Cobra Demolition Man, the Specialist, Tango and Cash, bullet to the head, Get Carter, the 2000 remake. They also own Mad Max, lethal weapons, all of the lethal weapons, the Matrix, Blade, Mortal Kombat, 300 Rush Hour, Pacific Rim, and a number of dad and military shows, Band of Brothers,

The Pacific Generation Kill. There's a whole host. release the full DVD set just called Guys Being Dudes. Yes, they also own some Jason Statham properties, the Meg franchise where Jason Statham fights a big shark. Whoa. Wrath of Man. I guess most of the Guy Ritchie films are actually with Lions Gator MGM. And I think this could be a big political hot button

of what happens to the Rambo franchises, the Hollywood hunks. No one's talking about the Hollywood hunks. Everyone's focused on the Looney Tunes characters. But if the Hollywood Hunks fall in, with the wrong hands. It could be, it could swing our entire culture potentially. You're hiding in order it amounts of Middle Eastern funding sources and your takeover bid. Are you not? Says boring business and not hiding it. It's out in the open. Like this is, this is like the playbook for these big deals. But again, it's double double that of the

amount of equity that the Allison's are putting in. Okay. Putting it around. Yeah. I mean, I think everyone assumes that there'd be a lot of Middle Eastern funding in this. That has become the standard funding instrument these days. Like EA Games, we just followed that story a little bit. That was obviously a huge amount of Saudi money. And that is part of the modern deal-making playbook these days. A lot of venture funds have raised money over there. A lot of the big AI companies have raised money over there.

That seems like a foregone conclusion. If you need money, you go where the money is. Why do bank robbers rob banks? Because that's where the money is. Trump says that the United States will allow Now, NVIDIA, H-200 chip sales to China and get a 25% cut. This is a pretty big change. I mean, we were talking about not selling.

I mean, I guess it's not Blackwell, right? It's Hopper, so we're still a generation behind. But was this, it was like a pretty nerfed chip before. We're getting less nerfed. We seem to move, we seem to be moving in a more thumbs-up direction, more. let's actually get the chips over to China. At the same time, AI is fake, so it doesn't matter, right? That's the take.

The pro-China take is that... It's SaaS. It's SaaS, or it's not like this nuclear bomb that's going to destroy everyone. So it's getting harder to make the Manhattan Project argument. And it feels impossible to make the argument that we're going to get them addicted to the U.S. AI supply chain, they'll never develop their own capabilities. And so we want them.

Oh, I disagree with that. I think that that argument actually holds. That argument holds for sure. I mean, I totally disagree. I think China's smart enough to know. They don't want to be dependent on any foreign country to produce any critical. Yes, but I still think there's enough of like a market force

within China that if we flood the market with cheap Nvidia chips, it'll just be expensive for them to keep propping up their local industry, even if they are aware of it, even if they know that they have to, it's a cost, and it's something that a lot of AI researchers over there will just say, you know what, I'm already, it's so much easier, the NVIDIA ecosystem is so great, I'm just going to stick with that. I'm a little bit skeptical that, like, there isn't, there's no advantage to selling NVIDIA chips there. I've become more receptive to that argument in particular, even though you have not. Tyler, what were you going to say about this? Yeah, I was just going to say,

I mean, we kind of joke about this, but it is kind of crazy. the extent to which you can basically bake down all like AI policy questions to like if you are a GI-I-pilled. Yeah. Because like if you are, if you're Dario, I mean, you shouldn't be giving stuff to China. You also shouldn't, like if you are AGI-pilled, you should be thinking about safety, all these things. Like we had Keith Rboy on. He's doesn't seem super AGI pill. He's also like, oh, safety is a hoax, et cetera, stuff like this.

Well, let's read through this Wall Street Journal article on the details of the new NVIDIA deal. Notable that this seems to have been completely priced in already. because NVIDIA is actually down half a point today. Yes, it's been such a dramatic story all year, and yet it's always felt like a complete footnote in the overall financial performance of NVIDIA. They're growing so fast that, you know, I don't know how many, we're going to get into figuring out

how many H-200s they sell, but they would need to sell a lot to actually move the needle on this behemoth of a business, what is the world's largest company in the world. President Trump said he would let NVIDIA export its H-200 ship to China and that the U.S. would receive a 25% cut his latest bid to make money for the government in an unusual agreement with a private company. I have informed President Xi Jinping of China that the United States will allow Nvidia to ship H-200 products to approve customers in China and other countries under conditions that allow for strong national security. 25% will be paid to the U.S. of A.

The move is a boon for NVIDIA, which has fought for months to maintain access to the world's second largest economy. The company had agreed earlier this year to give the U.S. 15% of China's sales from a lower performing chip, only for the Chinese to scuttle those plans as part of continuing trade talks between the two sides. Chips from the world's most valuable company have become a prize geopolitical tool. The H-200 has higher performance than the H-20 that NVIDIA was previously allowed to sell, even with the U.S. government taking a cut, the decision could be worth billions of dollars in sales to NVIDIA. In the most recent fiscal quarter, NVIDIA reported gross margins of 73.4% on 57 billion dollars in sales. That is crazy. They can totally afford 25% for the big guy.

Yeah, right around that time, too, Lutnik was on CNBC. And this was the quote that originally ticked off the Chinese. He said, we don't sell them our best stuff, not our second best stuff. not even our third best. He said, you want to sell the Chinese enough that their developers get addicted to the American technology stack. That's the thinking. CCP basically immediately said, we don't want any of them now. Trump said that the government would take a similar approach to exports from Nvidia competitor AMD as well as Intel, in which the government now has a 10% stake. We exported a ton of Teslas to China, and B.D and Huawei have now... But arguably, completely leapfrogged.

Completely leapfrogged. They did not become a ton of... addicted to the American electric bar stat. That was the point I was making earlier. You can make the art, like almost with every single product. They've said, we'll work with you to make this thing that you want to make. We're really good at making things. Yes. And then they ultimately just make a better version of said product and make it for cheaper.

And in the case of cars, right now we're obviously not allowing these cars to be imported into the US. They can simultaneously say, we're happy to keep making you these things. We're also going to compete with you directly. Yeah. You don't, and you don't allow Tesla to export the amazing Model S or Model 3. Does that slow down B-YD's development of their car? My understanding is they were able to basically get a paid education making Teslas, and they were able to leverage that into making.

But that's about making the car there. And V-I has a Shanghai- But that's research. That's not made that. That's not made there. It's very different when you're saying, okay, we're going to go and produce this product there and like you are going to get educated there. And the workforce there.

I think it's different, but you remember we've gone through this before China's like five-year plans to create a domestic chip industry. You've been doing five-year plans for 60 years. I know. They're building. That's what I'm saying. And I would argue that it's working. They're not caught up, but they are certainly made, you know, massive amount of progress.

It made more progress than any other country on earth. I think if you want to think about getting the Chinese addicted to our chips, it's like how addictive are the chips. Because if you can make a comparison between, like you have the Nvidia chips and then you have the Chinese or like the TPU, right? Because the TPU is like in some ways it's harder to use. The open source is not as good. But if it's just more economical, like if the actual hardware is just like a little bit cheaper,

then it doesn't really matter how worse the software is, people will eventually move to it. So it's like the, I don't think there is actually that much like soft power in the kind of general open source stuff, like that in regards to like, NVIDIA, it doesn't seem very addictive outside of it just being cheaper. At the same time, like, we are, America is very much addicted to Chinese solar panels right now. Like, the Chinese solar panels come here, they're cheap. And so we don't wind up buying or building a domestic solar panel industry because just to get anything off the ground,

you have to go in and say, okay, we're, we're going to. going to deal with having no margin forever and no venture capitalist can underwrite it and no private equity firm can underwrite it. And so it just doesn't really happen. Gavin knew. Gavin knew we needed a new narrative. Yeah. He said after the fateful BG2 episode ended the AI trade. Yeah. We needed a new trade. And now we're getting the space data center trade. Okay. Let's hear the space data center. I think the most important thing that's going to happen in the world in the next three to four years is data centers in space. If you think about it from first principles, data centers should be in space.

What are the fundamental inputs to running a data center? They're power and they're cooling. And then there are the chips. The inputs to making the tokens come out of the magic machines. So in space, you can keep a satellite in the sun 24 hours a day. Pretty cool. And the sun is 30% more intense. And this results in six times more irradiance in outer space than on planet Earth.

So you're getting a lot of solar energy. Point number two, because you're in the sun 24 hours a day, you don't need a battery. This is a giant percentage of the cost. So the lowest cost energy available in our solar system is solar energy and space. Second, for cooling in one of these racks, a majority of the mass and the weight is cooling. And the cooling in these data citrus is incredibly complicated. You know, I mean, the HVAC, the CDU, the liquid cooling. In space, cooling is free. You just put a radiator on the dark side of the satellite.

It's fucking gold. And it's as close to absolute zero as you can get. So all that goes away. And that is a vast amount of cost. What are going to connect those racks? Well, it's funny. In the data center, the racks are over a certain distance connected with fiber optics. And that just means a laser going through a cable. The only thing faster than a laser going through a fiber optic cable is a laser going through absolute vacuum. So if you can link these satellites in space together using lasers, you actually have a faster and more coherent network than in a data center on Earth. Okay? The user experience, you know, when I asked Grock about you and it gave the nice answer. This is crazy, though.

They've done a podcast together five times. Why is he asking Grog about Patrick? I was like, what is going on? I would like to know how much SpaceX. exposure Gavin has. You just put a radiator on the dark side of the satellite. Thermal engineers in absolute shambles right now. Yeah, people are not, I don't know, people are so split. Casey Hammers says to be fair, this is a big satellite. You need basically a lot of mass in order to dissipate enough heat. Sure. There's some massive news from Gulfstream aerospace. The G400

introduces next-gen gulfstream tech to its class. How has Mark Burns not been on the show yet? Here we go. Clearly don't have a no-render policy over here. They're render-reacting. You think they could just be adding special effects? What do you mean? This is the most rendered video I've ever seen. This looks like it was rendered-

Okay, but here he is. 2010. You think this is real, though? Bring Gulfstream performance standards. No, this is not a green screen. Damn. Filling our customers' needs for a product line to see every trip. Look at this.

You're like, this is real. This is what it looks like. with Gulfstream's signature combination of range, speed, and cabin comfort. The G-400 will provide unrivaled efficiency thanks to the combination of the advanced This is gonna be a hot Christmas gift this year. Absolutely.

People have been wondering, I think this will be top of, this will be under the tree for a lot of people. Mark Bennyoff says, LMs are the new disc drives, commodity infrastructure you hot swap for whoever's cheapest plus best, the fantasy that the must, model is the moat just expired.

Mark Benioff having fun on the timeline. I love that he's having fun. I love that he's taking shots. Don't they have an AI lab, to be clear? They were working on Einstein for a while, but I think that they are very much happy to be a rapper, happy to be a buyer of LLMs at this point. Everyone that knows anything knows this.

Open AI is the next Netscape, doomed and hemorrhaging cash. Microsoft is still trying to keep it afloat while keeping it off-balance. and sucking out the IP. So why do they keep getting funded? The whole industry needs a $500 billion IPO ASAP. This post would go super hard if you don't understand the Microsoft Open AI relationship. The dynamics of the competition here feels like there will still be a lot of value. Even if it is somewhat commodity infrastructure, it's like, you know what else is commodity infrastructure?

ABS, GCP, Azure. You get a, you know, like a server with some hard disk on it. with some hard disk on it. Like that is commodity and yet they all have 30% margins. Yeah, it's interesting too. I mean, Burry has positioned himself of just hating any company that's overheated. Chat GPT having close to a billion weekly actives and ultimately even if they just compete in search, right? At least it's a multi-trillion dollar opportunity whether or not they fully execute against that is another thing.

Hedge fund was ordered to pay a bonus to a trader who made 97% of its revenues. This is hilarious because when I read this at first, I thought it was he had made, like his target bonus was, let's say 10 million, and he brought in 9.7 million. And they were like, you didn't hit your bonus, buddy. You don't get the bonus at all. And I was like, oh, that sucks, but like that's kind of the deal that kind of makes sense. But evolution capital management has to pay him because he made. To a hedge fund that was sued by a trader for refusing to pay a performance-related bonus, despite him making 97% of its revenue, has been ordered to pay him 5.4 million plus interest by the high court in London.

When I read the headline of the story, I expected it to not be in the mid-seven figures. Would you expect? I mean, I was hoping at least eight. He's not getting a G-400 off of this. Robert Gagliardi sued his former employer, Evolution Capital Management in London, alleging that it acted in bad faith by denying him a $7.5 million discretionary bonus after he had generated more than $60 million for the firm. Wow.

There are some harsh words here. Gagliardi, a block trading specialist alleged that he was told in early 2021 that a return of $10 million over the rest of the year would be an excellent result. When Gagliardi asked the fund's founder, Michael Lurch, for the payout in 2022, he responded, I'm not going to pay you the bonus. F you sue me. So Gagli already did. And he won. Saudi Arabia is loosening alcohol rules, letting non-Muslim foreign residents earning over $13,000, you can buy alcohol.

This is such a galaxy-brained idea. It could only come from a mind totally disconnected from normal material reality. It is interesting. Imagine being like, hey, if you want to do, you know, drugs, if you want to consume alcohol, that's fine, but you have to be putting up numbers. Cannabis should be like $10 million a year on your W2. I was about to say, but you know what happens then? Everyone in America, you know, you turn 17, 18, 19, you're not 21 yet. You get a fake ID to try and buy some booze.

You're going to need a fake W2 as well. You're going to fake your income statement. Your fake W2 to the corner liquor store just being. and they're just like looking through every line. In Saudi Arabia. So you're in Saudi Arabia. And let's say you're making $1,000 a year, U.S.D, or, you know, you're making $10,000 royals.

You need to go and set up a circular contract where you're a 17-year-old. Somebody else is $17. I pay you $10,000. You pay me $10,000. And then we get our-a-calfle-old. Exactly. We do it a couple times. Then we're earning enough to go by alcohol.

We can go get drunk together. That is crazy. That is truly galaxy-brained. Nazari says they got their hands on some. North Korean cigarettes. They did. They got them in a DPRK, state-owned restaurant from a waitress who was from Pyongyang. Basically impossible to find any background info on them online. They taste and look 100%. But I like the packaging. The packaging goes pretty hard. It feels very... Does. But I can't support it because I don't support North Korea.

Thank you for being with us today, folks. We love you dearly. And we will see tomorrow. See you tomorrow. Fantastic evening. Goodbye.