Paramount Moves to Outbid Netflix With $108.4 Billion All-Cash Offer for Warner Bros. Discovery

Paramount Skydance is going directly to Warner Bros. Discovery shareholders with an offer pitched as simpler and richer than Netflix’s agreed deal.

The company is offering $30 per share in cash for all outstanding Warner Bros. Discovery stock. The proposal values Warner Bros. Discovery at about $108.4 billion and represents a premium to the group’s undisturbed share price before formal sale talks intensified.

The bid covers the whole group, including film studios, television production, streaming services, and global cable networks such as CNN and Discovery-branded channels.

Netflix’s $72 billion cash-and-stock agreement remains on the books

Netflix still holds a signed agreement with Warner Bros. Discovery to buy a large part of the business.

On December 5, Netflix agreed to acquire Warner Bros. Discovery’s studios and streaming division in a cash-and-stock deal that values the equity at about $72 billion, or $27.75 per share, and the enterprise at roughly $82.7 billion including debt.

Under that deal, Warner Bros. Discovery shareholders would receive a mix of cash and Netflix shares. Public filings and company statements indicate they would obtain around $23.25 in cash and $4.50 in Netflix common stock per WBD share, while the company spins off its global linear TV networks into a separate entity called Discovery Global.
The Netflix transaction has been approved by both boards but remains subject to regulatory clearance in the United States, Europe, the United Kingdom, and other major markets.

Two competing visions for a global media and streaming group

Paramount Skydance and Netflix each present a different industrial outcome for Warner Bros. Discovery and its stakeholders.

Netflix is seeking control of key content and streaming assets. The agreed deal includes Warner Bros. film and television studios, HBO and Max, DC Studios, and sports and entertainment rights held in units such as TNT Sports, while leaving linear networks for a spin-off.

Paramount Skydance targets the entire group. Its offer covers studios, streaming, and linear channels, including CNN and the Discovery portfolio, creating a vertically integrated player combining Paramount’s broadcast channels and film studios with Warner Bros.’ franchises.

The assets at stake span multiple industries: film production, scripted and unscripted television, animated content, sports broadcasting, gaming, consumer products licensing, and direct-to-consumer streaming in North America, Europe, Latin America, and Asia-Pacific.

Financial structure: all-cash versus cash-plus-stock

The core difference between the two proposals lies in the form of consideration and perceived risk.

Paramount Skydance’s tender offer is entirely in cash. The group stresses that this structure delivers immediate, fixed value per share and avoids exposure to future share-price swings in Netflix.

Netflix’s structure combines cash and stock. Warner Bros. Discovery shareholders would become shareholders in Netflix, participating in the combined company’s future upside but also in market volatility and execution risk as regulators review the merger.

Paramount Skydance highlights an $18 billion advantage in cash value compared with Netflix’s proposal, measured on a like-for-like enterprise basis.

Who finances Paramount Skydance’s $108.4 billion bid

The financing mix behind Paramount Skydance’s bid is central to the debate.

Paramount Skydance’s proposal is backed by a large equity commitment from the Ellison family and their partners, alongside sovereign wealth funds from Saudi Arabia, Abu Dhabi and Qatar, according to financial press reports.

The bid also relies on a reported $54 billion debt package from a syndicate including Bank of America, Citigroup and Apollo Global Management. These lenders would underwrite term loans and bonds to fund the cash consideration and refinance Warner Bros. Discovery’s existing obligations.

Warner Bros. Discovery’s board has raised questions in private over the certainty and cost of this financing, even as Paramount Skydance argues that commitments are in place.

Regulatory and political pressure in the United States and abroad

Both potential deals will be scrutinized by competition and media regulators across several jurisdictions.

The Netflix transaction is already headed for review by U.S. antitrust authorities, the European Commission, the U.K. Competition and Markets Authority, and agencies in markets such as Japan, China, South Korea, Australia, Canada, India and Brazil.

In the United States, the Department of Justice or Federal Trade Commission will test whether a combination of Netflix with Warner Bros. Discovery’s studio and streaming assets could reduce competition in subscription streaming, content licensing, and theatrical markets.

Political voices have also entered the debate. President Donald Trump has publicly signaled that the Netflix–Warner deal “could be a problem,” citing concerns over market dominance, while Senator Elizabeth Warren has questioned consolidation scenarios involving Warner Bros. and Paramount.

Paramount Skydance argues that its structure, which keeps a major traditional TV group intact, may present fewer competition issues than a pure-play streaming consolidation. Netflix counters that its asset-only approach removes legacy cable channels from the equation and is therefore cleaner.

Market reaction in New York trading

Equity markets have responded quickly to the new bid.

Shortly after Paramount Skydance’s announcement, Warner Bros. Discovery shares rose as investors priced in the prospect of a higher all-cash exit and a potential bidding contest between Netflix and Paramount Skydance.

Paramount Skydance stock advanced as well, reflecting investor support for the strategic logic of combining two major Hollywood studios, despite the large financial commitment. Netflix shares moved lower as the market reassessed the probability, timing and cost of its agreed transaction.

Strategic implications for film, streaming and sports rights

The outcome of the auction will reshape competition across film, streaming and live sports.

Warner Bros. Discovery owns franchises such as Harry Potter and DC, operates HBO and Max, and holds sports rights via TNT Sports and Eurosport, which are central to pay-TV and streaming strategies in the United States, the United Kingdom, France, Germany and other European markets.

Netflix would add these properties to a global streaming platform with over 250 million subscribers worldwide, strengthening its position in markets from the U.S. and Canada to Western Europe, Latin America and Asia.

A Paramount Skydance–Warner combination would instead link these assets with free-to-air channels and pay-TV networks in the United States and multiple international markets, bringing together theatrical releases, streaming, cable, and broadcast advertising under one group.

Timeline and break fees

Transaction timing and contractual penalties matter for Warner Bros. Discovery shareholders.

Netflix and Warner Bros. Discovery expect their deal, if approved, to close between late 2026 and early 2027, following the spin-off of Discovery Global and regulatory reviews in several countries.

The Netflix agreement includes a break-up fee of about $5.8 billion payable by Netflix if the deal is blocked or abandoned under certain conditions. Separately, Warner Bros. Discovery would owe a reported $2.8 billion fee if it decides to walk away from Netflix’s offer to accept a competing proposal.

Paramount Skydance’s hostile tender runs to early January 2026, giving investors several weeks to decide, while the Warner Bros. Discovery board examines the proposal under its fiduciary duties.

How Warner Bros. Discovery reached a live auction

The current situation follows months of exploratory talks and competing approaches.

Paramount Skydance spent much of 2025 assessing a friendly deal with Warner Bros. Discovery. Earlier offers, reported in the $58 billion to low-$70 billion range, did not secure board approval.

An open auction process later drew interest from Netflix and Comcast. Netflix ultimately emerged with a signed agreement in early December after offering a higher implied valuation per share and a structure the board judged more executable at the time.

Paramount Skydance now accuses the Warner Bros. Discovery board of favoring Netflix and limiting access to due diligence, while Warner’s directors point to financing and regulatory concerns around a full-company sale to Paramount Skydance.

How Warner Bros. Discovery shareholders can compare the two bids

Investors now face a choice between a signed but pending deal and a hostile cash offer.

1. Check the headline value per share. Paramount Skydance offers $30 in cash; Netflix offers $27.75 in combined cash and stock plus exposure to Netflix’s share price.
2. Assess the certainty of financing. Paramount Skydance relies on large debt and equity commitments; Netflix uses its own equity plus debt raised against a larger company.
3. Consider regulatory risk and timing. Netflix’s deal carries a multi-jurisdiction antitrust review expected to last 12–18 months; Paramount Skydance promises faster execution but must still clear U.S. and other authorities.
4. Review tax and portfolio impacts. The all-cash option realizes gains immediately; the cash-and-stock option keeps investors involved in Netflix’s future performance.
5. Follow board recommendations and independent fairness opinions as they are published in coming proxy materials.