Media

Warner Bros. Rejects $108B Paramount Amended Bid

Is Paramount's $17.6 billion premium a superior offer, or does Netflix provide more certainty despite the smaller cash difference?

JAN 7·Updated JAN 8

Warner Bros. Rejects $108B Paramount Amended Bid

Story

Above: The Paramount logo on the water tower at Paramount Studios in Los Angeles, Calif. on Dec. 8. Image credit: Mario Tama/Getty Images

The Facts

Warner Bros. Discovery's board rejected Paramount Skydance's revised $108 billion hostile takeover offer Wednesday, maintaining its recommendation that shareholders support the company's existing $82.7 billion agreement with Netflix instead. This is the second time Paramount's bid has been rejected.
Guardian
CBS News
Paramount Skydance offered $30 per share in cash for all of Warner Bros. Discovery, while Netflix's deal values the company at $27.75 per share in cash and stock for only Warner's studio, streaming and HBO businesses, excluding cable networks like CNN.
BBC News
The Wall Street Journal
Oracle co-founder Larry Ellison provided a personal guarantee of $40.4 billion in equity financing for Paramount's bid, and the company increased its regulatory breakup fee to $5.8 billion to match Netflix's termination fee.
Fortune
NBC
Warner Bros. Discovery's board characterized Paramount's proposal as effectively the largest leveraged buyout in history, requiring over $50 billion in debt financing and resulting in approximately $87 billion in total gross debt.
Variety
Bloomberg Law
Under the Netflix agreement, Warner Bros. Discovery plans to spin off its cable networks, including CNN and Discovery Channel, into a separate company called Discovery Global in the third quarter of 2026 before the merger closes.
Los Angeles Times
The Associated Press
Both proposed mergers are expected to face significant antitrust scrutiny from regulators including the U.S. Justice Department and European Commission. Entertainment industry trade groups have expressed concerns about potential harm to competition and workers.
The Wall Street Journal
The Hollywood Reporter

Sources Split

LEFT

CENTER

RIGHT

ESTAB
CRIT

CENTER

PRO
ESTAB

The Spin

Narrative A

Paramount's bid deserves stronger consideration because it offers shareholders $17.6 billion more in cash than Netflix's deal and provides a clearer path through regulatory hurdles thanks to the Ellison family's connections. The all-cash $30-per-share offer represents genuine value. Warner's board is ignoring a superior deal simply because CEO David Zaslav wants to protect his friendship with Netflix chief Ted Sarandos.

New York Post

Vulture

Narrative B

Warner's board made the right call because Paramount's offer isn't clearly superior when accounting for the $2.8 billion Netflix breakup fee and additional financing costs that push the real gap to nearly zero. Paramount's proposal carries massive counterparty and financing risks as the largest leveraged buyouts in history, with no guarantee that the debt-laden structure can actually close. Netflix provides certainty with a stronger balance sheet.

Barrons