Executive Summary
Paramount Skydance has submitted a $108.4 billion all-cash hostile bid to acquire Warner Bros. Discovery (WBD), offering $30 per share—surpassing Netflix’s competing deal valued at about $82.7–83 billion with $27.75 per share. Netflix’s deal would acquire only WBD’s studios and streaming businesses, whereas Paramount’s offer includes WBD’s entire company, including linear cable assets. Both bids face significant regulatory scrutiny, with Paramount attempting to address foreign ownership concerns and control structures; timelines target closing in late 2026 to early 2027. [1][2][3][4][5]
Analysis
From an investment banking perspective, the Paramount hostile bid introduces a high-stakes duel not just between corporate acquirers, but also between financing strategies, regulatory risk postures, shareholder appeal, and market power in media content distribution. Paramount’s all-cash bid offers more certainty to shareholders and brings in foreign sovereign wealth capital, but faces greater hurdles under antitrust regimes and foreign investment laws—particularly rights and voting structure modifications to avoid triggering regulatory blocks. Netflix’s cash-and-stock offer places higher weight on the streaming and studio assets, excludes linear networks, and can rely on its core digital platform strengths; however, its financing involves massive bridge loans and long-term debt issuance, increasing leverage and exposure to interest rate sensitivity. For investment banks advising either party, underwriting risk, opportunity cost, and structuring risk (e.g., controlling governance, cross-border capital flows, debt leverage) are key considerations. Strategically, if Paramount’s bid succeeds, it would reshape the competitive landscape with a vertically integrated media giant (studios, streamers, cable), shifting valuation norms for content libraries vs. content delivery platforms. Key open questions include which proposal is more likely to win regulatory clearance, the role of foreign capital in influencing deal timelines, and how shareholders will respond to differences in total value, certainty, and structure. This battle is likely to create opportunities for advisory fee windfalls for banks, but also significant execution risk.
Supporting Evidence
- Paramount Skydance’s offer of $30/share in cash for Warner Bros Discovery equates to an enterprise valuation of roughly $108.4 billion, exceeding Netflix’s $83 billion cash-and-stock proposal valued at $27.75/share. [2][3]
- Netflix’s deal would acquire WBD’s studios and streaming operations (including the content library, HBO, DC etc.), but excludes linear networks. Paramount’s bid seeks to acquire WBD in its entirety (studios, streaming, and cable/linear networks). [3][4]
- Financing: Netflix is arranging a $59 billion bridge loan (led by Wells Fargo, with BNP Paribas, HSBC) to support its deal, which it plans to replace with longer-term debt instruments. [1][5]
Paramount’s offer includes $41 billion of equity funding (backed by Ellison family, RedBird, PIF, QIA, Affinity Partners) and $54 billion of debt. [4] - Regulatory risks: Paramount has reportedly dropped Tencent from its backing and trimmed governance rights of foreign partners to address U.S. foreign ownership rules. Both deals (Netflix’s and Paramount’s) are expected to be subject to intense antitrust and regulatory review in multiple jurisdictions. [2][3]
- Timeline: Paramount believes its deal could close in about 10–12 months; Netflix estimates a 12–18 month timeline. [4]
- Hostile bid: Paramount’s proposal is hostile, bypassing WBD’s board and appealing directly to shareholders, positioning its offer as more certain and faster than Netflix’s. [2][3]
- Difference in cash component: Paramount’s offer gives more cash per share to WBD shareholders ($30) vs Netflix’s $23.25 in cash plus $4.50 in stock, a total $27.75 equivalent. [4]
Sources
- [1] www.ft.com (Financial Times) — 2025-12-06
- [2] www.washingtonpost.com (The Washington Post) — 2025-12-08
- [3] www.theguardian.com (The Guardian) — 2025-12-08
- [4] www.reuters.com (Reuters) — 2025-12-08
- [5] www.ft.com (Financial Times) — 2025-12-03