Paramount+ Says Their Bid Is Better

Paramount Skydance continued to press its $77.9 billion (approximately $30 per share all-cash) hostile bid for Warner Bros. Discovery (WBD) this week, insisting the offer is superior to WBD's existing merger agreement with Netflix (NFLX) — despite WBD's board unanimously rejecting the latest proposal the day before as inadequate and risky.

“Paramount’s offer is superior to WBD’s existing agreement with Netflix and represents the best path forward for WBD shareholders,” Paramount stated.

Warner Bros. Discovery on Wednesday publicly urged shareholders to reject Paramount's amended bid, calling it "not in the best interests" of the company or its investors. The board emphasized that the Netflix deal — announced in December for roughly $72 billion (or $27.75 per share in cash and stock) for WBD's studios, streaming assets (including HBO Max), and related businesses — provides better value, certainty, and lower risk. The Netflix transaction would follow WBD's planned spin-off of its cable networks into a separate company called Discovery Global in the third quarter of 2026, allowing shareholders to retain upside in that entity.

Paramount countered Thursday by highlighting the poor debut of Versant (Comcast's recent media and TV asset spin-off), which fell sharply on its first trading day and continued declining. Paramount argued this "illustrates the challenged path ahead for Discovery Global," valuing the spin-off at effectively $0.00 per share and questioning WBD's claims of meaningful upside.

To bolster its bid, Paramount has secured $54 billion in committed debt financing from Bank of America, Citibank, and Apollo Capital Management (which it says remains fully in effect), plus a $40.4 billion equity personal guarantee from billionaire Larry Ellison (father of Paramount CEO David Ellison). It also raised its breakup fee to $5.8 billion (matching Netflix's) if regulators block the deal.Warner has criticized the Paramount proposal as essentially a massive leveraged buyout — potentially the largest in history — given the heavy debt load and Paramount's smaller scale (market value around $13 billion vs. Netflix's ~$400 billion). 

The Wall Street Journal reports WBD argues this introduces significant closure risks compared to Netflix's stronger balance sheet and cash flow.

The hostile tender offer battle began in December after Paramount accused WBD of failing to engage seriously on multiple prior proposals. Shareholders have until January 21, 2026, to tender their shares to Paramount (subject to potential extension).

WBD's board and Netflix have reaffirmed their commitment to the original merger, with Netflix calling it the "superior proposal." The outcome remains uncertain, with Paramount continuing to make its case directly to shareholders.