Paramount Skydance goes public with $30 all-cash bid for Warner Bros. Discovery, pushing shareholders to reject Netflix’s offer

Paramount Skydance Corporation (NASDAQ: PSKY) has made an assertive move in the battle for Warner Bros. Discovery, Inc. (NASDAQ: WBD) by directly appealing to Warner Bros. Discovery shareholders with a $30 per share all-cash acquisition offer. This comes as Warner Bros. Discovery’s board recently agreed to a deal with Netflix, Inc. (NASDAQ: NFLX), a rival that Paramount claims is inferior both in value and deal certainty. Paramount is now taking its campaign public, urging shareholders to tender their shares and signal to the board that Paramount’s bid offers a better outcome than the complex Netflix proposal.

Paramount’s open letter, distributed on December 10, 2025, is not just an escalation in one of the year’s highest-stakes media mergers—it is also a rare, candid critique of a competing board’s process and the inherent risks in the Netflix approach. Paramount and its equity partner RedBird Capital argue that their experience as media investors and operators, alongside robust financial backers including the Ellison family, uniquely positions them to steward Warner Bros. Discovery’s future and deliver value with speed and certainty.

How does Paramount Skydance justify its bid as superior for Warner Bros. Discovery shareholders?

At the core of Paramount’s message is the argument that its $30 per share cash offer is simply more attractive for Warner Bros. Discovery shareholders than the competing bid from Netflix. Paramount breaks down the Netflix offer as a mix of $23.25 per share in cash, $4.50 in Netflix stock, and exposure to a new Global Networks spin-off. Paramount points out that this structure results in less upfront cash, less total value, and significantly higher exposure to market volatility and regulatory risk.

Paramount stresses that Netflix’s all-in cash component is nearly $18 billion less than what Paramount is putting on the table. Paramount also highlights the risk associated with Netflix’s share price, which has declined since the initial bid, lowering the implied value to Warner Bros. Discovery shareholders. The open letter further notes that a lengthy regulatory review process for the Netflix transaction could take two years or longer, leaving investors exposed to both Netflix’s stock swings and seven quarterly earnings cycles.

A further complication, according to Paramount, is a reduction clause buried in Netflix’s deal structure that allows for a dollar-for-dollar reduction in the purchase price if more debt is shifted to the Streaming & Studios segment. Paramount also dismisses the value of the Global Networks spin-off, suggesting it is worth only around $1 per share and cannot bridge the gap to the certainty of an all-cash payout.

What financial guarantees and deal certainty does Paramount Skydance offer for this acquisition?

Paramount’s letter repeatedly emphasizes its financial firepower and the certainty of its offer. Paramount’s bid is fully funded by $41 billion in new equity commitments—backstopped by the Ellison family trust and RedBird Capital—and $54 billion in debt commitments from Bank of America, Citi, and Apollo. Paramount notes that the Ellison family trust alone controls over $250 billion in assets, including approximately 1.16 billion Oracle Corporation shares, making it one of the most significant backers in recent M&A history.

Paramount asserts that its funding is unconditional, not tied to the company’s financial performance, and is not subject to adverse change clauses. It states that all required documentation and equity commitments have been submitted and are identical to those used in other major transactions involving the same advisors. Paramount has already filed for Hart-Scott-Rodino antitrust approval in the United States and begun engagement with the European Commission, framing the deal as ready to proceed with minimal risk of delay.

Why does Paramount Skydance warn of regulatory challenges for the Netflix–Warner Bros. Discovery deal?

Paramount’s letter devotes significant attention to the regulatory minefield facing the Netflix–Warner Bros. Discovery transaction. Paramount argues that Netflix is already the dominant streaming provider globally, with HBO Max ranking fourth. A merger would create a streaming powerhouse with roughly 43% combined market share—double that of the next largest competitor.

In Europe, Paramount’s legal analysis, based on advice from former competition regulators, suggests that Netflix’s position is even more dominant, accounting for 51% of total European OTT subscription revenue. Paramount notes that European regulators are likely to scrutinize the deal under the Digital Services Act and Digital Markets Act, both designed to prevent Big Tech overreach in exactly these kinds of mergers.

Paramount criticizes Netflix’s public stance that streaming competition should be measured against all video platforms, including social media, calling it a “gerrymandered” definition that no serious regulator would accept. Paramount also highlights its own willingness to accept meaningful remedies if required by regulators, while claiming that Netflix has contractually excluded itself from any remedy that could impact its core business. Paramount says it has backed up its commitments with a $5 billion reverse termination fee, compared to Netflix’s additional $800 million, but argues the bigger risk gap is regulatory and strategic.

What concerns does Paramount Skydance raise about Warner Bros. Discovery’s board process and deal negotiations?

Paramount levels pointed criticism at the Warner Bros. Discovery board, characterizing its approach as “opaque” and unusual for a transaction of this scale. Paramount states that despite submitting six formal proposals over 12 weeks, including a final $30 all-cash offer accompanied by full deal documents, it never received a counter-offer or a real-time negotiation session from Warner Bros. Discovery or its advisors. Paramount notes that even after responding to all requests for additional financial backstops and documentation, it was not given a chance to revise its bid before the board announced a deal with Netflix.

The letter suggests the Warner Bros. Discovery board may have prioritized closing a deal with Netflix over maximizing value for shareholders, a concern echoed by some institutional investors and equity research reports published in recent days. Paramount recounts that its final, revised offer addressed all feedback received but was ignored in favor of quickly advancing the Netflix proposal.

What are the next steps for Warner Bros. Discovery shareholders and the timeline for deal closure?

Paramount’s public letter urges Warner Bros. Discovery shareholders to tender their shares, asserting that this is the only way to make their voices heard and prompt the board to reconsider. The tender offer is set to remain open for at least 20 business days, with closing conditions including the tender of a majority of shares, regulatory approvals, and termination of the existing Netflix merger agreement.

Warner Bros. Discovery is expected to respond to the tender offer within 10 business days through a formal SEC filing. During this period, institutional and retail shareholders will be closely watching for additional public statements from both bidders and from the Warner Bros. Discovery board, as well as for signals of changing sentiment among large asset managers and proxy advisory firms.

What is the investor sentiment and how are the stocks reacting as the M&A contest unfolds?

The ongoing contest between Paramount Skydance and Netflix for Warner Bros. Discovery has turned into a high-profile battleground for institutional investors, merger arbitrage funds, and market observers. Warner Bros. Discovery shares have been volatile since the two competing bids emerged, with trading volumes surging as funds position for a possible bidding war or last-minute sweetener.

For Paramount Skydance, the all-cash nature of the bid and high-profile financial backing has led to a generally positive response from investors who prefer immediate liquidity and deal certainty. At the same time, questions are being raised about the long-term leverage and integration risks if the deal proceeds. Netflix’s share price has come under pressure since the deal announcement, reflecting market concerns about regulatory hurdles, dilution, and the complexity of merging two giant content and streaming ecosystems.

Several equity analysts tracking the sector have published notes agreeing with Paramount’s central argument that its cash offer is superior to the more convoluted Netflix bid, particularly after adjusting for the risks and delays inherent in regulatory approval and the uncertain value of the Global Networks spin-off.

What is the likely impact on media sector M&A and the outlook for Warner Bros. Discovery?

Analysts suggest that the highly public nature of this bidding contest could reshape dealmaking norms in the media and streaming sector, especially as activist investors and institutional shareholders demand more transparency and value-maximizing processes. Paramount Skydance’s strategy of appealing directly to shareholders is seen as a template for future M&A battles, particularly as large-cap entertainment groups look to scale and compete globally.

The outcome of this contest will likely influence how future media consolidation plays out, with particular attention on how boards weigh all-cash versus mixed-structure bids, and how they balance regulatory and strategic risk. As Warner Bros. Discovery shareholders consider their options, the pressure is now on the board to defend its process and deliver a clear rationale for its chosen path.

If Paramount’s bid succeeds, it could accelerate further consolidation across the entertainment value chain, with ripple effects in content production, distribution, and streaming. If Netflix prevails, scrutiny will focus on how it navigates regulatory challenges and whether the promised synergies can be realized without undermining value for both legacy and new shareholders.

What are the key takeaways from Paramount Skydance’s all-cash bid for Warner Bros. Discovery?

• Paramount Skydance Corporation (NASDAQ: PSKY) has publicly launched a $30 per share all-cash tender offer to acquire all outstanding shares of Warner Bros. Discovery Inc. (NASDAQ: WBD), positioning its proposal as more valuable, faster, and less risky than the rival Netflix Inc. (NASDAQ: NFLX) bid.

• The Paramount offer is being backed by the Ellison family and RedBird Capital, with $41 billion in equity and $54 billion in debt financing fully committed, and no adverse change or financing contingencies.

• Paramount’s open letter to Warner Bros. Discovery shareholders accuses the board of running an opaque sale process, claiming Paramount was never given a chance to negotiate or counter despite providing multiple formal bids and all requested documentation.

• Paramount argues that Netflix’s bid is less attractive due to its lower upfront cash value, dependency on Netflix share price performance, exposure to a long regulatory approval timeline, and risk of dilution from the Global Networks spin-off.

• The letter highlights major regulatory headwinds for the Netflix deal, including antitrust risk in the United States and Europe, and claims Netflix is contractually shielded from meaningful remedies, unlike Paramount’s bid, which is supported by a substantial reverse termination fee.

• Paramount asserts it has already begun U.S. and EU regulatory filings and can deliver a quicker, more certain closing, making its deal more appealing to shareholders seeking immediate liquidity.

• Shareholders are being encouraged to tender their Warner Bros. Discovery shares in support of Paramount’s offer, with the tender open for at least 20 business days and a formal board response expected within 10 business days.

• The situation has intensified institutional debate, with several equity analysts and shareholders expressing support for Paramount’s bid and questioning the value and process behind the Netflix agreement.

• Stock volatility for all three companies—Paramount Skydance, Warner Bros. Discovery, and Netflix—has increased as investors react to news flow, anticipated deal outcomes, and the likelihood of regulatory intervention.

• The M&A contest is now a global focal point for the streaming and media sector, with the outcome likely to influence how future mega-mergers are structured and negotiated in the industry.