Paramount Skydance Launches $108 Billion Hostile Bid for Warner Bros. Discovery, Challenging Netflix’s Megadeal and Rewriting the Streaming Wars

Paramount Skydance has detonated a bomb under Hollywood’s biggest pending merger. On December 8, 2025, the company unveiled a hostile all‑cash bid for Warner Bros. Discovery (WBD) worth $108.4 billion, a move designed to derail Netflix’s already‑announced acquisition of Warner’s studios and streaming assets and to reshape the balance of power in global entertainment. ^[1]

The offer escalates what was already a bruising bidding war into a three‑way showdown involving Paramount Skydance, Netflix and regulators in Washington and Brussels — with millions of subscribers, thousands of jobs and some of the world’s most valuable franchises on the line.

Inside Paramount’s $30‑Per‑Share Hostile Offer

Paramount Skydance’s bid is structured as a $30 per share all‑cash tender offer for 100% of WBD, implying an enterprise value of about $108.4 billion. ^[2]

Key terms as of December 8, 2025:

Price & premium
- $30.00 in cash for each WBD share
- Implies a 139% premium to WBD’s “undisturbed” closing price of $12.54 on September 10, 2025, before the strategic review and bidding war kicked off. ^[3]
Vs. Netflix’s existing deal
- Netflix’s agreed transaction values WBD at $27.75 per share, made up of $23.25 in cash and $4.50 in Netflix stock, for an enterprise value of about $82.7 billion (excluding a spun‑off linear cable unit). ^[4]
- Paramount is emphasizing that its offer delivers roughly $18 billion more cash to WBD shareholders than the Netflix package. ^[5]
Scope of the deal
- Paramount’s bid is for the entire company, including the Global Networks (cable) segment, rather than the more complex Netflix structure, which leaves WBD investors holding a separate, highly leveraged cable “stub”. ^[6]
Financing
- Equity backstopped by the Ellison family (via David and Larry Ellison) and RedBird Capital.
- Around $54 billion in committed debt financing from Bank of America, Citi and Apollo, and no formal financing condition on the tender offer. ^[7]
Synergies & timing
- Paramount is touting more than $6 billion in annual cost synergies from combining the two media giants. ^[8]
- The tender offer is currently slated to expire on January 8, 2026, at 5:00 p.m. New York time, creating a tight decision window for shareholders. ^[9]

In a regulatory filing and accompanying PR, Paramount argues that WBD investors are being short‑changed by the Netflix deal’s equity component, regulatory risk and the uncertain future value of the stand‑alone cable business. ^[10]

How We Got Here: Netflix’s Deal and Warner’s Snub of Paramount

Just days before Paramount went public, Warner Bros. Discovery had already accepted a Netflix offer to sell its crown‑jewel assets — including Warner Bros. Pictures, DC Studios and HBO Max — in a transaction valued at about $72 billion in equity and around $82.7 billion including debt. ^[11]

Why did WBD’s board choose Netflix first?

The Netflix agreement was signed quickly after a multi‑party process that also included Paramount Skydance and Comcast. ^[12]
Reporting from the Financial Times and others indicates that the board prioritized speed, perceived regulatory survivability and deal certainty over purely headline price, concluding Netflix was more likely to navigate the antitrust gauntlet despite its size. ^[13]
Netflix also agreed to a $5.8 billion termination fee, signaling confidence it can win approvals — and giving WBD a hefty payoff if regulators ultimately kill the transaction. ^[14]

Paramount, by contrast, says it made multiple proposals over roughly 12 weeks at or around the current $30 per share level, but claims it received little meaningful engagement from WBD management before the board moved to finalize the Netflix deal. ^[15]

That perceived snub set the stage for Monday’s move: rather than continue lobbying the board privately, Paramount is going directly to WBD shareholders with a hostile tender, while publicly attacking both the sale process and the Netflix transaction itself. ^[16]

Why Paramount Went Hostile: “Superior Value” and a Simpler Story

Paramount Skydance is making three core arguments to investors and regulators:

More money, more certainty
- Paramount stresses that its proposal is all cash and $18 billion richer on a cash basis than the Netflix package, with no exposure to Netflix’s share price or “collar” mechanics. ^[17]
- It also says its financing is fully committed, presenting its deal as a cleaner, faster close that avoids drawn‑out regulatory litigation.
A full‑company solution instead of a risky spin‑off
- Under the Netflix plan, WBD’s international and linear cable networks would be spun into a separate company carrying heavy leverage — a structure some analysts say could trade at a discount and be vulnerable to further restructuring. ^[18]
- Paramount’s bid absorbs those networks rather than spinning them off, pitching a more straightforward industrial logic (and, implicitly, fewer moving parts for regulators and creditors).
Regulatory advantage over Netflix
- In its tender documentation, Paramount argues that a Netflix–WBD tie‑up would create a “monopoly‑like” streaming giant with about 43% of global subscription‑video‑on‑demand (SVOD) subscribers, an assertion meant to alarm regulators. ^[19]
- By contrast, independent antitrust analysis suggests that a Paramount+ / HBO Max combination would control roughly 22% of U.S. streaming viewing hours, versus an estimated 35% share for Netflix+HBO Max — a critical difference given legal precedents that treat concentration above 30% as presumptively problematic. ^[20]

Put simply, Paramount is telling WBD shareholders: our check is larger, our deal is simpler, and our path to approval is easier. Whether that message sticks will depend on how investors weigh regulatory risk versus headline price — and how much faith they have in Netflix’s ability to close.

Political and Regulatory Storm Clouds Over Netflix’s Deal

Even before Paramount’s hostile bid, Netflix’s agreement with WBD had already drawn fire in Washington and across Hollywood.

Trump signals skepticism

U.S. President Donald Trump has publicly warned that the Netflix–WBD deal “could be a problem” due to market‑share concerns, saying he expects to be personally involved in the review and hinting at worries over a single streaming giant controlling so much premium content. ^[21]

Key points from current reporting:

The Justice Department is expected to conduct an intensive, multi‑jurisdictional review of the Netflix deal, examining both streaming and studio market power. ^[22]
Netflix is likely to argue that it competes in a broader market that includes cable TV, live streaming bundles, YouTube and even TikTok to dilute simple streaming‑only market‑share metrics. ^[23]

Paramount has been actively lobbying the White House and regulators, stressing its own political and regulatory ties and casting itself as the bidder with the “clear path to closing” compared with Netflix. ^[24]

Unions, theaters and creatives sound the alarm

Hollywood unions and theater owners have reacted sharply to the idea of Netflix absorbing Warner Bros.:

Several guilds and labor groups have argued the merger “must be blocked”, warning of job cuts, reduced bargaining power for creatives and fewer theatrical releases if Netflix controls both its existing slate and Warner’s output. ^[25]
Reporting from the Financial Times and others indicates a growing fear in Hollywood that a Netflix‑dominated landscape would turn the industry into a system “circling a single sun,” with fewer buyers for independent projects and franchise‑driven risk‑aversion across the board. ^[26]
Cinema owners, particularly in the U.S. and Europe, worry that Netflix could prioritize streaming windows and further squeeze theatrical releases from Warner Bros. Pictures, which still anchors much of their blockbuster slate. ^[27]

From a regulator’s perspective, this chorus of opposition matters. It strengthens the case that a Netflix–WBD tie‑up could substantially lessen competition in both distribution (streaming and theatrical) and production (studio output and licensing) — precisely the sort of argument that can bog a merger down for years or scuttle it entirely. ^[28]

Market Reaction: WBD Surges, Paramount Pops, Netflix Slips

Investors wasted no time responding to the escalation.

Warner Bros. Discovery (WBD)
- WBD stock rallied, with one data snapshot showing a 6–6.5% jump on the takeover headlines, pushing shares above $26 and near their 52‑week highs as traders bet on either a higher Netflix counteroffer, a successful Paramount bid, or a rich break‑up fee if both fail. ^[29]
Paramount Skydance (PSKY)
- Paramount Skydance shares were up around 5% in pre‑market trading, suggesting that investors see strategic logic and potential upside in combining Paramount+ and WBD’s Max/HBO ecosystem, despite the hefty price tag and integration risks. ^[30]
Netflix (NFLX)
- Netflix shares have been more muted, with some reports noting a slight decline (about 0.3%) amid rising concern that the company could face a protracted antitrust battle and, in a worst‑case scenario, walk away after years of distraction. ^[31]

Volume in WBD has surged to several times the 20‑day average, underscoring intense speculative interest as arbitrage funds and event‑driven investors position for competing outcomes. ^[32]

What’s Really at Stake: Control of the Next‑Gen Media Stack

Beyond headline numbers, the battle is about who gets to control the future architecture of entertainment:

Intellectual property and franchises
- WBD owns Harry Potter, DC superheroes, Game of Thrones, Looney Tunes and a deep library of classic films and TV — exactly the kind of evergreen IP that feeds not just streaming but gaming, merchandising and theme parks. ^[33]
Streaming scale
- A Netflix‑WBD combo would merge the largest global streamer with one of the most prestigious premium services, HBO Max, potentially controlling roughly 35% of U.S. streaming hours watched based on some third‑party estimates. ^[34]
- A Paramount+–WBD combination, by contrast, is estimated to sit closer to 22% of viewing hours, still formidable but easier to defend as a pro‑competitive challenger to Netflix and Amazon. ^[35]
Data, advertising and distribution leverage
- Whoever wins will control a vast trove of viewer data across streaming and linear, plus leverage in negotiations with talent, sports leagues, cable operators and global advertisers.

For Netflix, victory would mean commanding the industry from what one former studio executive described as “the gravitational center” of Hollywood. For Paramount, success would turn it from a perceived also‑ran into a genuine third super‑platform alongside Netflix and Amazon — potentially justifying the aggressive price and debt load.

Three Big Scenarios From Here

As of December 8, 2025, the path forward appears to converge into three broad scenarios. None is painless.

1. Netflix fends off Paramount and closes the deal

In this scenario:

WBD’s board reaffirms its support for Netflix after reviewing Paramount’s tender, and a critical mass of shareholders stick with the signed agreement.
Regulators ultimately approve, perhaps with behavioral remedies (e.g., commitments on content licensing and windowing) or targeted divestitures.
WBD’s studio and streaming assets are folded into Netflix, while cable networks end up in the separate spin‑off company.

Implications:

Netflix becomes the undisputed center of gravity in premium scripted entertainment and blockbuster franchises.
Competitors may face higher content costs and fewer licensing opportunities as more IP is held back for Netflix’s own platforms. ^[36]
Unions’ worst fears about consolidation‑driven job cuts could materialize as overlapping teams across marketing, production and back‑office functions are rationalized. ^[37]

2. Paramount wins the tender and forces a negotiated merger

Here:

A majority of WBD shareholders tender into Paramount’s $30 offer or signal support for a higher negotiated price.
WBD’s board comes under intense pressure, potentially invoking “fiduciary out” provisions to change its recommendation or seek an improved Netflix bid.
Netflix either walks away (collecting the break‑up fee) or chooses not to match the higher all‑cash price.

Implications:

WBD and Paramount merge, combining Paramount+, Max/HBO, CBS, Nickelodeon and Warner Bros. Pictures into one sprawling media group.
Regulators still scrutinize the deal but may find fewer red flags than in a Netflix merger, given the lower combined streaming share and absence of tech‑platform issues. ^[38]
Paramount faces a heavy integration challenge: aligning two studio cultures, rationalizing overlapping streaming brands and managing a large debt load.

For WBD investors, this path likely maximizes near‑term cash value, but long‑term returns would hinge on whether the combined company can grow rather than simply cut costs.

3. Regulators slow‑roll or block both paths

A third possibility is that regulatory and political pressure derails one or both transactions:

The Justice Department and international regulators could challenge the Netflix deal outright, or tie it up in litigation for years, eroding its appeal. ^[39]
Paramount’s deal, although comparatively easier to defend, could still be delayed if authorities treat it as part of the same broader consolidation trend and demand structural remedies.

In that case:

WBD could be forced back to the drawing board on its strategic review, potentially considering asset sales in pieces or minority partnerships instead of a transformational sale. ^[40]
Investor frustration with years of M&A noise and limited fundamental improvement could weigh on WBD’s valuation and access to capital.

What WBD, Netflix and Paramount Investors Should Watch Next

For investors trying to navigate this high‑stakes drama, several signposts over the coming weeks will be crucial:

WBD board’s formal response to the hostile bid
- Expect a detailed reply outlining why it believes the Netflix deal remains superior (if it does), likely focusing on regulatory certainty, timing and the value of Netflix equity.
Tender uptake and activism
- Early indications of how many WBD shareholders tender into Paramount’s offer — and any moves by activist funds or large institutions — will signal whether the hostile bid has real momentum. ^[41]
Regulatory tea leaves
- Statements from the DOJ, FTC and EU regulators, as well as any congressional hearings or public workshops on streaming consolidation, could tip the odds between the two deals. ^[42]
Labor and public backlash
- Continued union campaigning and public‑interest arguments around consumer prices and diversity of content will influence the political atmosphere around whichever deal advances. ^[43]
Counterbids or sweeteners
- Netflix could improve its offer (for example, by raising the cash component or offering additional protections for the cable spin‑off), while Paramount has left itself room — at least rhetorically — to tweak terms if needed.

The Bottom Line

As of December 8, 2025, the future of Warner Bros. Discovery — and of the wider streaming landscape — is genuinely up for grabs.

If Netflix wins, Hollywood edges closer to a world dominated by a single global streaming superpower.
If Paramount Skydance prevails, a revitalized third major media champion could emerge, intensifying competition at the top but still likely triggering painful cost‑cutting.
If regulators balk, WBD may remain independent but financially constrained, and the industry’s long‑running consolidation saga will grind on.

For now, WBD shareholders hold the cards — and their choices over the next month may decide not just the price they receive, but what kind of entertainment ecosystem everyone else lives in for the next decade.