Warner Bros. Discovery, Inc. (NASDAQ: WBD) is having one of those “entire media industry holds its breath” days.
On December 17, 2025, WBD shares traded around $28.90, placing the stock squarely between two competing takeover paths: Netflix’s $27.75-per-share deal for WBD’s studios/streaming assets and Paramount Skydance’s $30-per-share all-cash hostile tender offer for the full company. [1]
That in-between price is the market’s way of saying: “We think something might change.”
Below is a detailed breakdown of the latest news (Dec. 17), current deal math, analyst-style scenario forecasts, and the key dates that matter most for WBD stock right now.
What happened on Dec. 17: WBD’s board said “no” to Paramount — again
Early Wednesday, WBD’s board formally recommended shareholders reject Paramount Skydance’s hostile bid, calling it inferior and highlighting what it characterized as major financing and certainty problems. [2]
This isn’t just a press-release slap fight. In a takeover situation, the board’s recommendation is a critical signal to institutional holders (and to arbitrage funds that trade the “deal spread”).
WBD’s key message: the Netflix agreement is binding and financed, while Paramount’s tender offer is, in the board’s framing, revocable and riskier. [3]
The two competing offers for WBD stock: Netflix vs. Paramount Skydance
1) Netflix’s offer: $27.75 per share — cash + stock — plus a spinoff kicker
Under the announced Netflix transaction structure, WBD shareholders would receive $23.25 in cash plus $4.50 in Netflix stock, with the stock portion protected by a collar (a pre-agreed range that limits how much the final value swings with Netflix’s share price). [4]
Just as important: Netflix is not buying WBD’s cable networks. Those assets are expected to be separated into a new company, Discovery Global, and WBD shareholders would also receive shares tied to that separation. Multiple filings and reporting emphasize that the Netflix acquisition is designed to close only after that separation step. [5]
WBD’s board also pointed to unusually large break-fee protections in the Netflix deal, including a $5.8 billion regulatory termination fee and a $2.8 billion WBD termination fee in certain outcomes. [6]
2) Paramount Skydance’s offer: $30 per share — all cash — and hostile
Paramount Skydance is offering $30 per share in cash via a tender offer aimed directly at shareholders, and—unlike Netflix—Paramount is bidding for the entire WBD empire, including cable networks like CNN. [7]
The tender offer is scheduled to expire at 5:00 p.m. New York time on January 8, 2026 (unless extended or terminated earlier). [8]
Axios reported Paramount would need to convince a majority of shareholders—about 51%—to tender shares to effectively seize control via the offer structure, which is a high bar when the target’s board is urging holders not to tender. [9]
Why the market is pricing WBD stock between $27.75 and $30
When a stock trades between a lower “friendly” deal price and a higher hostile bid, it usually reflects a mix of:
- Probability the higher bid succeeds
- Probability a higher bid emerges (a bidding war)
- Time + regulatory risk discount (deal may take many months)
- Deal complexity (spinoffs, financing conditions, approvals)
A simple (oversimplified but useful) way to interpret $28.90 is that traders see something like a roughly coin-flip chance that WBD ends up at $30 rather than $27.75—before even adjusting for timing, the Netflix stock collar, and the value of Discovery Global shares.
In other words: WBD stock is currently trading like a live referendum on deal outcomes, not like a normal media earnings story.
The board’s core attack on Paramount: financing certainty and “hidden costs”
If you strip the corporate prose down to the mechanics, WBD’s board is telling shareholders:
“$30 isn’t really $30 if the path to closing is shaky and expensive.”
Here are the most material points WBD highlighted in its SEC filings:
1) The “Ellison backstop” dispute and the Revocable Trust issue
WBD argues Paramount shareholders are being asked to rely on an opaque revocable trust rather than a direct, unconditional funding commitment from the Ellison family—raising questions about enforceability and certainty. [10]
2) A $2.8B termination fee and a $1.5B financing penalty could hit shareholders if WBD switches paths
WBD warned that accepting Paramount’s offer would trigger a $2.8 billion termination fee payable to Netflix and could also force WBD into an approximately $1.5 billion financing cost tied to debt-exchange mechanics—together roughly $4.3 billion, which WBD translated to about $1.66 per share (pre-tax) in lost value if the Paramount transaction is pursued and then fails. [11]
This is one reason the market can rationally price WBD below $30 even with a $30 headline bid: investors discount the bid by the costs and the risk of not closing.
3) Leverage and credit-risk arguments: “6.8x” and ~$92B of pro forma debt
In its 14D-9 filing, WBD cited concerns that the combined Paramount Skydance + WBD entity could be heavily leveraged—estimating ~6.8x 2026E EBITDA before synergies and pointing to a reported Moody’s view that pro forma debt could be near $92 billion at closing. [12]
WBD’s filing also referenced credit ratings in sharp terms—characterizing Paramount Skydance’s rating as on the edge of junk and contrasting that with Netflix’s stronger profile. [13]
Regulatory and political overhang: this is not a simple antitrust review
Both bids face regulatory scrutiny, but the shape of that scrutiny differs.
Netflix + WBD: market power concerns
Critics argue combining Netflix with Warner’s HBO Max ecosystem could create outsized market influence in streaming, and this argument is already being discussed publicly. [14]
Paramount Skydance + WBD: foreign investment and national security review risk
WBD’s 14D-9 filing specifically raised CFIUS-type concerns tied to the involvement and syndication possibilities of certain foreign investors (including Middle Eastern sovereign wealth funds), emphasizing that such review processes can carry unique risks and presidential authority. [15]
The Kushner twist (and why investors noticed)
AP reported that Affinity Partners, the private equity firm owned by Jared Kushner, pulled out of backing Paramount’s hostile bid—removing one high-profile political connection from the financing narrative (even as other backers remain). [16]
AP also reported that President Donald Trump has publicly signaled interest in being involved in the regulatory outcome and has commented on the Netflix-Warner combination as potentially problematic due to market share. [17]
Credit and balance-sheet reality check: Moody’s warns WBD may still face pressure
Even with deal chatter dominating headlines, WBD’s capital structure remains a key variable—especially because the Netflix transaction is designed to leave certain assets (and debt) outside the acquired studio/streaming package.
TheWrap reported that Moody’s warned WBD could still face a credit downgrade review despite the Netflix deal and noted that Discovery Global (the entity expected to house cable networks such as CNN, TNT, and Discovery-branded channels) would retain remaining debt and face secular pressures even with strong cash-flow generation. [18]
That matters for WBD shareholders because—depending on final structure—part of your “value” may increasingly be tied to the outlook for the spun-out linear networks business.
Fundamentals still matter (even in a takeover brawl)
It’s easy for a takeover story to erase the underlying business—until a deal breaks and fundamentals snap back into focus.
Reuters’ recent media-industry comparison highlighted that WBD’s direct-to-consumer unit (streaming) reached about 128 million global subscribers after adding 2.3 million net subscribers in Q3, and noted the company’s fiscal 2024 revenue was about $39.32 billion. [19]
Those numbers are relevant because, in a downside scenario where neither deal closes, the market will likely re-rate WBD based on:
- streaming profitability trajectory,
- advertising trends,
- and the long-term decline curve of linear TV.
WBD stock forecasts on Dec. 17, 2025: three scenario paths investors are weighing
In a normal week, a “WBD stock forecast” would be about earnings estimates, subscriber trends, and ad markets. This week, the forecast is mostly deal math.
Scenario A: Netflix deal closes (base case per WBD’s board)
If Netflix closes on the agreed terms, WBD stock should gravitate toward the deal consideration value (cash + stock collar value) plus/minus the market’s evolving estimate of the Discovery Global spinoff value, discounted by time to close and regulatory risk. [20]
Scenario B: Paramount wins the tender (or raises)
If Paramount succeeds at $30, WBD shares should converge toward $30, again discounted by completion risk and time. But WBD’s filings argue shareholders should subtract meaningful “friction costs” (like the $2.8B fee and potential $1.5B financing hit) when evaluating the real economics of switching. [21]
Scenario C: Deal turmoil or failure (the “gravity returns” case)
If neither bid closes—due to regulation, financing, litigation, or shareholder dynamics—WBD likely reverts to a fundamentals-driven valuation. That’s when leverage, cash flow, and linear-TV erosion become the whole story again. Credit-watch commentary from Moody’s and the mechanics of what sits inside Discovery Global would matter even more. [22]
Key dates and catalysts for WBD stock from here
Here’s what traders and long-term holders are likely watching most closely next:
- Jan. 8, 2026: scheduled expiration of Paramount Skydance’s tender offer (unless extended). [23]
- Shareholder vote timing for the Netflix merger (date not fixed in the excerpts above, but Netflix is actively urging shareholders to approve when convened). [24]
- Regulatory review trajectory (antitrust, and potentially foreign-investment scrutiny depending on bidder/structure). [25]
- Progress on the Discovery Global separation, which is structurally central to the Netflix transaction. [26]
Bottom line for WBD stock on Dec. 17, 2025
WBD is no longer trading like a “media turnaround” stock. For now, it’s trading like a probability-weighted M&A instrument.
- The board is all-in on Netflix and is publicly attacking Paramount’s financing and certainty. [27]
- Paramount’s $30 all-cash offer is real and open—but time-limited, hostile, and facing a credibility campaign from WBD. [28]
- With shares around $28.90, the market is effectively betting that either (a) Paramount has a meaningful chance, or (b) the situation escalates into a richer outcome than the current Netflix terms, or (c) Discovery Global’s implied value plus deal optionality justifies the premium. [29]
References
1. www.investing.com, 2. www.reuters.com, 3. www.reuters.com, 4. www.sec.gov, 5. www.investing.com, 6. www.sec.gov, 7. www.axios.com, 8. www.sec.gov, 9. www.axios.com, 10. www.sec.gov, 11. www.sec.gov, 12. www.sec.gov, 13. www.sec.gov, 14. apnews.com, 15. www.sec.gov, 16. apnews.com, 17. apnews.com, 18. www.thewrap.com, 19. www.reuters.com, 20. www.sec.gov, 21. www.sec.gov, 22. www.thewrap.com, 23. www.sec.gov, 24. www.sec.gov, 25. apnews.com, 26. apnews.com, 27. www.reuters.com, 28. www.sec.gov, 29. www.investing.com
