David Ellison moves aggressively in his push to buy Warner Bros. Discovery. On Monday, Paramount Skydance announced an all-cash tender offer for all outstanding WBD shares at $30 each. The terms match the company’s Dec. 4 proposal, which WBD’s board previously declined to advance.
Paramount wants the entire company, including its TV networks such as CNN, TBS and TNT. The move sends the bid directly to shareholders after Netflix and WBD unveiled a binding agreement Friday for Netflix to buy Warner Bros.’s studio operations, HBO and HBO Max for $72 billion.
Paramount Takes the Fight Public
Paramount Skydance confirms it is launching a hostile takeover after losing a months-long bidding war for WBD’s legacy assets. Ellison said the earlier $30-per-share offer never received a response. The deal is backed by equity from the Ellison family and RedBird Capital, along with $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management.
“We’re really here to finish what we started,” Ellison said on CNBC’s “Squawk on the Street.” “We put the company in play.”
Paramount shares rose about 5 percent in premarket trading. WBD shares climbed roughly 6 percent. Netflix ticked slightly lower.
Netflix’s proposed acquisition has already drawn antitrust scrutiny due to its potential impact on streaming market share. The Trump administration is reviewing the deal with what officials called “heavy skepticism.” President Donald Trump said Sunday the market concentration could be a “problem.”
According to an SEC filing, Netflix must pay WBD $5.8 billion if regulators block the deal. WBD would owe a $2.8 billion breakup fee if it abandons the agreement for another merger.
Ellison Calls Netflix Deal “Inferior”
Ellison is presenting a $108.4 billion hostile offer “backed by my family,” RedBird and multiple wealth funds. He argues that Paramount’s ownership would better serve Hollywood and maintain WBD as a unified company. He attended the Trump-hosted Kennedy Center Honors on Dec. 7 and continued framing the Netflix agreement as flawed.
Netflix would acquire Warner Bros., HBO and HBO Max, while WBD’s cable networks—including TNT, CNN, HGTV, Food Network and Discovery—would spin off into a separate company. Ellison said the split undervalues the assets and adds unnecessary leverage.
“The Paramount offer for the entirety of WBD provides shareholders $18 billion more in cash than the Netflix consideration,” the company stated. Paramount argued that WBD’s board relied on an “illusory” valuation of the networks business.
Tension Behind the Scenes
On an investor call Monday, Paramount executives expressed frustration with what they called a lack of engagement from WBD. “Throughout the totality of the process, we never received a single markup of the documents,” COO Andy Gordon said.
Paramount’s tender offer matches its earlier $30-per-share cash bid. Netflix’s offer consists of $27.75 per share in a mix of cash and stock, plus a stake in the TV networks spinoff. Netflix is only acquiring the streaming and studio divisions, making direct comparisons difficult depending on how the networks are valued.
Global Financing and Political Sensitivities
A new filing confirms that the tender offer includes $24 billion in financing from sovereign wealth funds in Saudi Arabia, Qatar and Abu Dhabi, along with Jared Kushner’s Affinity Partners. These funds will not seek governance rights if the deal closes.
An earlier Paramount consortium included China-based Tencent, but the company removed Tencent after concerns from the WBD board. The Middle Eastern funds and Affinity agreed to forgo board representation and other governance rights.
What Happens Next
Because Paramount’s move is a tender offer, the company must persuade shareholders to sell directly to them instead of approving Netflix’s deal. The process sets up a public and high-stakes battle among Paramount, WBD and Netflix as each campaigns to win shareholder support.
The outcome will determine the future of one of Hollywood’s most influential studios and its place in a rapidly consolidating industry.
