- Warner Bros. Discovery’s board unanimously rejected David Ellison’s Paramount/Skydance $30-per-share all-cash bid for the eighth time.
- The offer implies about $108.4 billion enterprise value, funded by roughly $41 billion of backstopped equity and $54 billion of debt commitments.
- WBD said the financing and guarantees are too uncertain and leverage-heavy versus its existing, binding Netflix deal valued around $82.7 billion for its studio and streaming assets.
- Shareholders can tender into Paramount’s offer until Jan. 21, 2026, while markets watch for a higher bid or legal and regulatory hurdles.
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The latest development in this high-stakes bidding war marks the eighth time WBD’s board has formally rejected an offer from Paramount Skydance, led by David Ellison, for the acquisition of the entire Warner Bros. Discovery company. On December 22, 2025, Paramount amended its bid to $30 per share in cash—representing an enterprise value of approximately $108.4 billion. This would outlay $41 billion in equity financing, primarily backed by Larry Ellison’s family trust and RedBird Capital, plus $54 billion in debt facilitated by institutions like Bank of America, Citigroup, and Apollo.
WBD’s board continues to favor the Netflix deal, worth about $82.7 billion in total enterprise value. This proposal covers only its studio and streaming segments and excludes the linear cable networks, including CNN. Key reasons for its preferred status: it carries fewer regulatory or financing uncertainties, offers stronger guarantee structures, comes under binding agreements, and avoids exposing shareholders to a leverage-laden, debt-heavy burden.
Paramount countered by saying the all-cash $30 per share offer is superior—by roughly $18 billion more in cash compared to Netflix’s mix of cash and stock—and that shareholders should reject Netflix’s offer. It highlighted its backstopping by Ellison’s trust and asserted that the revocable trust is long-established, with assets over $250 billion.
Nevertheless, WBD’s board explicitly called Paramount’s financing structure “illusory,” citing concerns such as reliance on a revocable trust, lack of binding commitments in key areas, potential for the offer to be amended or terminated at Paramount’s discretion, and very high debt load of $87 billion. Netflix’s proposal, by contrast, was deemed more stable—given its investment-grade balance sheet and prior binding contract.
Strategic implications are substantial. WBD shareholders face a choice between higher headline cash value with greater execution risk (Paramount) and less cash but a more certain structure (Netflix). Paramount’s bid, if it succeeds, would reshape media power dynamics—absorbing WBD’s streaming, franchise, and traditional TV properties under Skydance & Ellison’s expanding media empire. But regulatory scrutiny, due diligence, and financing constraints could challenge completion. Pending shareholder votes by January 21, 2026 and regulatory approvals (possibly 12–18 months), the outcome remains open-ended.
Supporting Notes
- Paramount amended its bid to $30 per share in cash, valuing WBD at an enterprise value of ~$108.4 billion.
- The deal is to be financed with ~$41 billion in backstopped equity (Ellison family trust and RedBird Capital) and ~$54 billion in debt from major banks.
- Netflix’s competing offer values affected WBD assets at ~$82.7 billion and price per share ~$27.75 with a mix of cash and stock, excluding linear network assets.
- WBD board’s concerns: Paramount’s structure seen as risky due to excessive debt, revocable trust guarantees, potential amendment or termination at Paramount’s discretion, and high risk to shareholder value if the transaction doesn’t close.
- Paramount emphasizes its offer is superior in cash, speed, and full-company coverage, contrasting with Netflix’s offer which leaves part of WBD’s business (Global Networks) in a leveraged stub.
- Timeline: WBD board recommends rejecting PSKY’s offer; shareholders have until January 21, 2026 to tender shares under the Paramount offer.