Paramount launched a hostile bid in all cash for Warner Bros. Discovery, valued at $30 per share, the company said on Monday. The offer comes after Paramount lost out in the bidding war for the assets last week to Netflix, which made a cash-and-stock deal worth $27.75 per share. Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment, while Netflix’s deal is for the studio and HBO Max.
Paramount argued its offer to WBD shareholders provides a superior alternative to the Netflix transaction, which offers “inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome,” referring to the likely antitrust concerns for Netflix’s mega-deal.
At the Kennedy Center over the weekend, President Donald Trump partially confirmed reporting from Bloomberg’s Lucas Shaw about his private conversations with Netflix Co-CEO Ted Sarandos, saying they had met in the Oval Office before Netflix announced its winning bid, while adding that its combined market share with WBD could be an antitrust concern.
Paramount argued that WBD’s recommendation of the Netflix offer is based on an “illusory prospective valuation of Global Networks that is unsupported by the business fundamentals” and encumbered by high levels of financial leverage assigned to the entity. Netflix’s offer would assume $11 billion of debt and involve a $59 billion bridge loan, which Bloomberg reported was among the highest ever.
David Ellison, chairman and CEO of Paramount, said: “WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company.”
Paramount, which earlier sent a letter to WBD CEO David Zaslav complaining of a “tainted” sale process, further asserted today that although Paramount made six offers for WBD over 12 weeks, “WBD never engaged meaningfully with these proposals which we believe deliver the best outcome for WBD shareholders.”
“We believe our offer will create a stronger Hollywood. It is in the best interests of the creative community, consumers and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction,” Ellison continued. “We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalize on the benefits of the combined company.”
Paramount’s tender offer is scheduled to expire at 5:00 p.m. ET on January 8, 2026. The company said its offer will be financed by new equity backstopped by Paramount’s well-capitalized principal equity holders, and $54 billion of debt commitments from Bank of America, Citi and Apollo.
Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi and M. Klein & Company are also acting as financial advisors. Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as legal counsel to Paramount.
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