Received this email from a friend? Sign up here.

Good morning. Here's the latest on WBD, Vanity Fair, Netflix, Meta, Sinclair, the NYT, "Disclosure Day," and much more...

BREAKING

WBD rejects Paramount's 'illusory' bid

"Doing a deal is great. Closing a deal is better."

That's what Warner Bros. Discovery board chair Sam DiPiazza said on CNBC this morning, emphasizing the board's concerns about Paramount's ability to follow through and complete a purchase of WBD.

At 7 a.m. ET, WBD published a letter to shareholders along with a lengthy SEC filing formally rejecting Paramount's offer, calling it "illusory" and arguing that the existing plan to sell most of the media company to Netflix is a better deal for shareholders.

DiPiazza told David Faber that a shareholder vote will be scheduled in the spring or "early summer." There will be many twists and turns before then. Paramount had no immediate response to WBD, but many analysts believe that a new, higher bid is in the works.

As for Paramount's $30-per-share offer for the entire company versus Netflix's $27.75-per-share offer for Warner Bros. and HBO, "it wasn't really a hard choice," DiPiazza said, asserting that the WBD split is a crucial step and that Paramount is undervaluing the Discovery Global side (which will include CNN).

The fundamental concern raised by WBD is about whether Paramount is "good for the money," so to speak.

Paramount has said it has "air tight financing" — provided in large part from the royal families of Saudi Arabia, Qatar and Abu Dhabi — and that any suggestion otherwise is "absurd." But the WBD side is questioning why Paramount CEO David Ellison's father, Larry Ellison, with his vast wealth, is not personally backstopping the bid.

This morning's letter said Paramount "has consistently misled WBD shareholders that its proposed transaction has a 'full backstop' from the Ellison family. It does not, and never has."

In recent days, some US lawmakers have raised alarms about the Middle Eastern financing arrangement. Here's my full story for CNN.com...

A few more notes and quotes

 >> WBD "specifically keying in on the Ellison choice to not to use their own money on Paramount's bid for WBD seems like a key point for a new offer, at least if Paramount wants to move to friendly from hostile," CNBC's Alex Sherman noted on X. The message: "If you want this so badly, use your own $$."

 >> Peter Kafka flagged this tidbit from the SEC filing: "There was a fourth bidder besides Ellisons, Netflix and Comcast, described as 'an American media company.' That bidder was primarily interested in WBD's cable networks – the opposite of everyone else. WBD didn't spend much time on that one." Reporters are now trying to figure out which media company it was.

  >> Bloomberg broke the news that Jared Kushner's private equity fund Affinity Partners has withdrawn from the process. "With two strong competitors vying to secure the future of this unique American asset, Affinity has decided no longer to pursue the opportunity," Affinity said.

 >> Yesterday, seemingly out of nowhere, Trump knocked the Ellisons again in a Truth Social post. "For those people that think I am close with the new owners of CBS, please understand that '60 Minutes' has treated me far worse since the so-called 'takeover,' than they have ever treated me before," Trump wrote. "If they are friends, I'd hate to see my enemies!"

COMING UP...