Warner Bros. Discovery, Inc. (NASDAQ: WBD) moved back into the spotlight on Friday, November 14, 2025, as a potential sale of all or part of the media giant appeared to crystallize into a three‑way contest between Paramount Skydance, Comcast and Netflix. The growing prospect of a bidding war sent WBD shares higher and intensified scrutiny of the company’s strategy, leadership and balance sheet. [1]
At the same time, new regulatory and governance angles emerged: a prominent U.S. lawmaker raised antitrust concerns about a possible Netflix deal, and Warner Bros. Discovery quietly rewrote CEO David Zaslav’s pay and contract to make sure his incentives hold up under multiple breakup or sale scenarios. [2]
WBD stock rallies toward 52‑week highs
WBD’s stock traded firmly higher in Friday’s session after fresh reports confirmed that Paramount Skydance, Comcast and Netflix are preparing formal bids. One market recap noted that the shares jumped about 3.5% in the morning session, trading around $22.90–$22.95, before easing slightly. [3]
According to TradingView, WBD is now trading close to its 52‑week high of roughly $23.05, and is up around 115% year to date, reflecting how takeover speculation and a sharper focus on deleveraging have transformed sentiment around a company that was under heavy pressure just 18 months ago. [4]
A Stocktwits summary put WBD’s Thursday close at $22.14, for a market capitalization near $55 billion, and reported that the pre‑market surge followed Wall Street Journal reporting on the formal auction process. [5]
Bidding war intensifies: Paramount, Comcast and Netflix prepare offers
Multiple outlets now agree that Warner Bros. Discovery has effectively put itself on the auction block and is running a structured sale process. Key features of that process, as described by sources familiar with the talks, include: [6]
- Three lead bidders:
- Paramount Skydance – seeking to acquire the entire company.
- Comcast – mainly interested in Warner Bros.’ film and TV studios plus the Max (formerly HBO Max) streaming service.
- Netflix – likewise focused on the studio and streaming assets rather than the legacy cable networks.
- Non‑binding bid deadline:
First‑round, non‑binding offers are due November 20, 2025, roughly one week from today. [7] - Target timeline:
Warner Bros. Discovery is said to hope to complete the auction process by year‑end, though no formal deadline has been set and any deal would still need regulatory clearance. [8] - Previous offers already rejected:
The sale process began after David Ellison‑led Paramount Skydance made an unsolicited offer in September. The Los Angeles Times reports that Paramount has now submitted at least three bids, including a recent offer of $23.50 per share, valuing WBD at about $58 billion, all of which were unanimously rejected by the Warner Bros. Discovery board as too low. [9]
Sports Business Journal adds that Oracle founder Larry Ellison is prepared to provide a “full backstop” for his son David Ellison’s bid, addressing earlier skepticism over whether Paramount Skydance could finance a deal of this size on its own. [10]
In short: Paramount is still pushing to buy everything, while Comcast and Netflix are more selectively targeting the studio and streaming crown jewels — including DC, Harry Potter, HBO and the broader Warner Bros. film and TV library — and showing limited appetite for CNN, TNT and the rest of the linear cable portfolio. [11]
Strategic split meets a full‑scale sale process
The auction is unfolding alongside Warner Bros. Discovery’s previously announced plan to split itself into two separate companies: [12]
- Warner Bros. – housing the studios and streaming operations (Warner Bros. Pictures, HBO, Max, games and related IP).
- Discovery Global – housing the cable and linear networks, including CNN, TNT, TBS, TLC, Animal Planet and other lifestyle channels.
Initially, the company had targeted December 31, 2026 as the outside date to complete the separation. Now, however, a successful auction could reshape or delay that timeline. The board is reportedly weighing multiple outcomes:
- Complete the originally planned split and then sell one or both pieces,
- Sell the entire company to a single buyer, or
- Pursue an alternative structure in which Warner Bros. is retained and Discovery Global is spun off in a so‑called “reverse spinoff.” [13]
That last option — keeping the premium studio and streaming assets together while pushing the linear networks into a separate vehicle — appears to be the base case if no outright sale materializes.
Netflix’s bid faces antitrust and political headwinds
While a Netflix‑Warner tie‑up intrigues many investors, it is also already drawing antitrust scrutiny in Washington.
In a letter dated November 13, Republican Rep. Darrell Issa urged federal regulators to closely examine any bid by Netflix for Warner Bros. Discovery’s studio and streaming assets. The congressman argued that Netflix is already the largest streaming platform in the U.S., with more than 300 million global subscribers, and warned that adding HBO Max’s subscriber base and Warner’s premier content rights could push the combined company above 30% streaming market share — a level he described as traditionally “presumptively problematic” under antitrust law. [14]
Issa’s letter, reported by TheWrap and Variety, contends that such consolidation could: [15]
- Reduce incentives to produce new, diverse content,
- Further shrink the window for theatrical releases, and
- “Undermine opportunities” for creatives both in front of and behind the camera.
The letter was addressed to the U.S. Attorney General, the chair of the Federal Trade Commission and the head of the Justice Department’s antitrust division, signaling that any Netflix deal would likely be reviewed at the highest levels. [16]
That regulatory uncertainty could raise the bar for Netflix relative to traditional media bidders like Paramount Skydance or Comcast, even if Netflix is willing to pay a premium.
Zaslav’s contract rewritten to survive any breakup or sale
On the governance front, Warner Bros. Discovery has significantly reworked CEO David Zaslav’s employment terms in anticipation of a sale or corporate breakup.
An SEC filing dated November 7, combined with detailed reporting from the Los Angeles Times and TheWrap, reveals that: [17]
- Contract extended to 2030: Zaslav’s employment term now runs through December 31, 2030, instead of expiring in 2027.
- Reverse spinoff covered: The amended agreement clarifies that if Warner Bros. Discovery executes a reverse spinoff — keeping Warner Bros. (studios and streaming) and spinning off Discovery Global (cable networks) — his stock‑based “signing options” and incentives will be treated as if the originally planned separation had occurred. [18]
- Change‑of‑control protection: If Warner Bros. Discovery or the future Warner Bros. entity enters into a qualifying change‑in‑control deal (for example, a sale to Paramount, Comcast or Netflix) before the end of 2026, Zaslav’s options are designed to remain outstanding and eligible to vest, and his employment would continue through 2030. [19]
- Internal restructurings excluded: The amendment specifies that certain internal restructurings needed to implement any strategic option will not themselves count as a change in control, preventing automatic vesting or forfeiture of his options just because the company reshuffles assets on paper. [20]
TheWrap adds that Zaslav will keep a $3 million base salary, but his target annual cash bonus would fall from $22 million to $6 million once the separation or reverse spinoff occurs, while ongoing equity awards remain a major piece of his pay. Similar letters have reportedly gone out to other top executives, including CFO Gunnar Wiedenfels and streaming chief JB Perrette, aligning their incentives with the outcome of the strategic review. [21]
In plain terms, the board appears determined to ensure leadership continuity and aligned incentives no matter which combination of split and sale ultimately happens.
Under the hood: WBD’s Q3 2025 numbers and debt load
The frenzy around WBD’s sale process sits on top of a business that is improving but still challenged, as reflected in the company’s third‑quarter 2025 results reported on November 6. [22]
Key headlines from Q3 2025:
- Revenue: $9.0 billion, down 6% year‑over‑year on a constant‑currency basis, largely due to tough comparisons against the 2024 Paris Olympics and ongoing linear TV decline. [23]
- Net loss:$148 million, including about $1.3 billion in non‑cash acquisition‑related amortization, content fair‑value step‑up and restructuring costs. [24]
- Adjusted EBITDA:$2.5 billion, up 2% ex‑FX, driven by growth in the Streaming and Studios segments, partially offset by declines in Global Linear Networks. [25]
- Streaming subscribers: The company ended the quarter with 128 million streaming subscribers, adding 2.3 million net subs in Q3. [26]
- Debt and cash: WBD repaid $1.2 billion of debt in the quarter and finished with $4.3 billion in cash, $34.5 billion in gross debt and net leverage of roughly 3.3x. [27]
Reuters reporting highlighted the sharp contrast between a booming studio and a shrinking cable portfolio:
- Studio revenue jumped about 24% to $3.32 billion, powered by theatrical hits such as Superman, Weapons and The Conjuring: Last Rites. [28]
- The legacy cable‑TV unit saw revenue plunge around 22%, as cord‑cutting accelerated and last year’s Olympics‑boosted comparison rolled off. [29]
On a conference call, CEO David Zaslav emphasized that an “active process” is underway around a potential sale or split, but stressed there is no fixed deadline for a transaction, even if the current auction targets year‑end. [30]
What happens to CNN, TNT and sports rights?
A crucial question in any WBD deal is the fate of its cable networks and sports portfolio — especially CNN and TNT Sports.
Current reporting suggests: [31]
- Comcast and Netflix are primarily interested in Warner Bros. studios and Max, not in the full suite of cable channels.
- WBD’s internal plan is to park networks like CNN, TNT, TBS, TLC, HGTV and Eurosport inside Discovery Global, which could then be:
- Spun off to existing shareholders,
- Sold to a “value buyer” focused on cash‑generating linear TV, or
- Used as a merger partner for other cable‑heavy operators.
Sports are a major part of that equation. WBD holds U.S. rights to MLB, NHL and the NCAA Men’s Basketball Tournament, and has been building a standalone sports app that would live in Discovery Global after the separation. However, the company recently lost U.S. rights to live NBA games, retaining only some non‑U.S. NBA content — a gap management has warned will put pressure on ad revenue in both streaming and linear. [32]
Analyst commentary cited by Reuters argued that these networks may appeal to “value buyers” — players willing to accept slow decline in exchange for strong near‑term cash flow — which could help WBD accelerate debt reduction if the networks are sold separately. [33]
How the market is reading the sale process
Friday’s rally suggests investors see real optionality in the WBD story:
- On one hand, WBD remains a highly leveraged, partially turnaround‑stage media conglomerate facing secular declines in linear TV and slowing streaming growth.
- On the other, the company controls some of the most valuable IP in global entertainment, from DC superheroes and Harry Potter to prestige HBO series, along with a major sports footprint.
TradingView notes that WBD has experienced 22 single‑day moves greater than 5% over the past year, underscoring just how volatile the stock remains. [34]
Retail sentiment on Stocktwits shifted from “bearish” to “neutral” on Friday, even as some users speculated about competing offers that could value WBD at $30–$40 per share — a reminder that expectations in social‑media forums often run well ahead of what boards and regulators will actually approve. [35]
Key dates and what to watch next
For investors, employees and fans of HBO, DC and CNN, a few dates now stand out:
- November 20, 2025 – First‑round bid deadline
Non‑binding offers from Paramount Skydance, Comcast and Netflix are due. This is likely to clarify which bidders are serious and how aggressively they’re willing to price WBD’s assets. [36] - Around Christmas 2025 – Board decision window
People familiar with the process told TheWrap that WBD aims to decide around Christmas whether to proceed with a sale, move forward with the standalone split, or pursue another structure. [37] - Through 2026 – Separation / reverse spinoff outside date
Under Zaslav’s amended contract, key incentive provisions and “separation” conditions use December 31, 2026 as the outside date for completing a separation or qualifying change‑of‑control deal. [38]
From there, any winning bid — especially from Netflix or Comcast — would face a multi‑month regulatory review in the U.S. and possibly overseas, meaning that even in a fast‑track scenario, closing is unlikely before late 2026.
Outlook: A hinge moment for Hollywood and streaming
Whether Warner Bros. Discovery ends up owned by Paramount Skydance, Comcast, Netflix or remains independent, the next few months are poised to reshape the global media landscape:
- A Paramount Skydance‑WBD combination would create a vertically integrated giant with deep film, TV and news assets — but would also face questions about overlapping studios and debt. [39]
- A Comcast‑WBD deal would marry NBCUniversal and Warner Bros., uniting two major film libraries and streaming platforms under one roof, with potential synergies in theme parks, sports and advertising. [40]
- A Netflix‑Warner tie‑up, if it could clear regulators, would supercharge Netflix’s content library and subscriber base, but at the cost of raising serious antitrust and theatrical‑window concerns — as Friday’s Issa letter made clear. [41]
For now, WBD is trying to project a message of business‑as‑usual: continuing to invest in its film slate, building out Max and preparing a post‑NBA sports future, even as bankers and bidders pore over its books. [42]
What’s clear is that November 14, 2025 marks a turning point. The sale process is no longer rumor; it’s a formal auction with a deadline, defined bidders and a CEO contract explicitly engineered for multiple endgames.
This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research or consult a licensed financial adviser before making investment decisions related to Warner Bros. Discovery (WBD) or any other security.
References
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