Warner Bros. Discovery Plans to Reject Paramount's $108B Bid

Warner Bros. Discovery (WBD) is planning to recommend that shareholders reject Paramount Skydance’s $108.4 billion USD hostile takeover bid for all of Warner Bros. On Dec 16, 2025, reports from Bloomberg and Reuters suggested that WBD can announce the acceptance of Netflix’s $72M bid ($82.7M including debt), as soon as Wednesday, Dec 17, 2025.

After careful consideration and review of Paramount’s offer, the WBD board will be viewing Netflix’s proposition as a more secure and strategically viable offer, according to sources familiar with the matter. However, according to Reuters, WBD’s representative did not comment on the matter.

Paramount’s bid, announced earlier this month, is structured as an all-cash offer valued at $30 per share, and backed by a consortium of private equity and sovereign capital. The offer is led by David Ellison, the CEO of Paramount, with the Ellison family and RedBird Capital financing $41B with new equity. Additional $54B debt commitments are from Bank of America, Citi, and Apollo. Another backer, Affinity Partners’ Jared Kushner, has reportedly backed out of the deal.

Netflix’s offer is lower-headline-value, with $27.75 per share for WBD’s studios, streaming business, and HBO. Warner Bros.’ shares closed at $28.90 in New York, which means Paramount’s offer delivers higher immediate value through its $30 per share pricing.

Despite the valuation gap, WBD’s board has grown increasingly concerned about Paramount’s financing certainty and execution risk. By contrast, Netflix’s offer is being viewed internally as cleaner, faster to close, and less exposed to capital-market volatility.

Reasons Why WBD Might Not Consider Paramount’s Bid

Warner Bros. Discovery’s skepticism toward Paramount’s proposal has sharpened in recent days due to the cracks in the funding structure. WBD executives remain unconvinced that Paramount can fully underwrite the all-cash deal without material refinancing or last-minute changes, particularly amid tightening global credit conditions.

Bloomberg cites that Paramount's offer isn’t providing the company enough flexibility to conduct its business. Earlier, U.S. President Donald Trump also criticized the Paramount bid, raising significant political and regulatory concerns surrounding the offer. Additionally, the Ellison family trust fund is backstopped by Larry Ellison, and is positioned as a revocable trust where assets can be taken out anytime, raising further concerns for Warner Bros. 

These concerns intensified after Jared Kushner quietly exited the financing group backing Paramount’s offer. Kushner said in a statement that the firm stepped away after reassessing competitive dynamics and the involvement of “two strong competitors.” This move raised further questions about the bid’s durability and financial backing for future operations.

Paramount has attempted to reassure WBD about refinancing debt, along with a payment of $5B breakup fee. The company also withdrew roughly $1B funding from China’s Tencent Holdings Ltd., which raised regulatory concerns. Still, WBD’s board appears unconvinced that those steps fully mitigate execution and governance risks.

Concerns Surrounding Both Offers

Both bids face regulatory scrutiny, but for different reasons. Netflix’s acquisition would further concentrate power in global streaming, intensifying antitrust concerns already surrounding its dominance in online video distribution and content licensing. Paramount’s bid, meanwhile, has drawn criticism over potential conflicts of interest and political exposure.

Both Republicans and Democrats have openly criticized Netflix’s offer due to antitrust concerns and the consolidation of media assets. Hollywood labor unions have warned that either outcome could accelerate job losses and cost-cutting. 

However, Netflix's CEO has repeatedly reassured concerns surrounding theatrical release, job loss, and also tried to bypass antitrust concerns by citing YouTube as their rival. Additionally, under Netflix’s proposed agreement with Warner Bros., the streaming giant gets the flexibility to match better offers or try to keep its proposed deal intact.

Nonetheless, the path forward remains uncertain with antitrust scrutiny, political backlash, and labor resistance continuing to loom over both bids. If WBD ultimately proceeds with Netflix’s offer, it would mark one of the most consequential consolidations in the media industry, reshaping competitive dynamics between tech-led platforms and traditional studios.