A crisp $30-per-share cash offer. An irrevocable personal guarantee from Larry Ellison. And now, a deeper look from the Justice Department.
Paramount — backed by Skydance and spearheaded by David Ellison — is doubling down on its hostile tender for Warner Bros. Discovery (WBD), insisting its $30 all-cash bid offers clearer value and a faster path to closing than the rival deal from Netflix. Warner Bros. Discovery’s board has pushed back forcefully, however: it has recommended shareholders stick with Netflix’s previously announced agreement and has formally rejected Paramount’s approach.
The offer and the counterarguments
Paramount’s pitch is simple and blunt: $30 in cash today is easier to value than the multi-piece Netflix package, which included cash, stock and the promise of a spin-off of certain assets. Paramount also argues it addressed concerns the WBD board raised — most notably by securing an irrevocable personal guarantee from Oracle founder Larry Ellison covering the equity portion of the bid’s financing.
WBD’s leadership has not been persuaded. The board says the Netflix transaction is superior and has warned shareholders that Paramount’s hostile bid is “inferior.” Warner Bros. Discovery has also highlighted uncertainties about how Paramount would handle the company’s cable and linear-TV assets — the so-called “linear stub” — if the takeover went through.
Regulators move in
Beyond the back-and-forth between bidders and directors, regulators are now an active and visible force in the story. Warner Bros. Discovery disclosed in a securities filing that the Justice Department’s antitrust division expanded its review of Paramount’s offer late last year, issuing requests for additional information and documentary material on Dec. 23 after an initial inquiry earlier in December.
Those second-request–style inquiries are familiar in merger reviews: they often mean the agencies want deeper data on market overlap, competitive effects and operational plans. Here the stakes are high. A deal that marries two of the biggest film studios — or hands Netflix a larger slice of the streaming market if its deal proceeds — raises traditional antitrust concerns about concentration in content production and distribution.
“Americans don’t like these mergers,” Rep. Becca Balint told a House Judiciary Committee, summarizing a political current that could add pressure on regulators considering big media deals.
Why this isn’t just boardroom drama
There are three reasons this tussle matters beyond the shareholder vote.
- Market structure: If Netflix’s agreement to buy studios and HBO Max moves forward, some measures put its share of streaming audience or content control above thresholds that historically trigger enforcement scrutiny. A Paramount takeover would combine two of the five largest movie studios — another obvious concentration that regulators will weigh.
- The cable question: Netflix’s original deal left WBD’s cable networks and certain linear operations as separate assets. Paramount’s tender covers those cable assets, which complicates valuation and regulatory analysis. WBD’s board argues shareholders would be left with a murky, hard-to-value “stub” — an argument Paramount counters by pointing to comparable companies and to the liquidity of an all-cash offer.
- Political optics: Lawmakers from both parties have shown increasing interest in big tech and media roll-ups. Antitrust scrutiny of mergers is no longer just a technocratic pause; it has become a public, political conversation about choice, local news, and cultural influence.
What happens next
Paramount reiterated its commitment to pressing the tender — its next likely tactic is to persuade a majority of WBD shareholders to tender their shares directly. That’s the essence of a hostile bid: bypass the board and win the company on the merits of price and perceived path to closure.
For regulators, the expanded review means more document production, interviews and analysis. In many merger reviews, an escalated inquiry can presage a challenge, a negotiated remedy, or ultimately a decision that the proposed combination is permissible. Which way this goes will depend on how the agencies frame the competitive harms (if any) and how persuasive the bidders are about remedies or structural separations.
And the boardroom watchers will be looking at timing. Netflix’s transaction — a multi-part arrangement involving cash, stock and spinoffs — already presents valuation swings tied to Netflix’s share price and broader market conditions. Paramount’s clean cash bid removes that volatility, which will appeal to certain investors. But clean cash doesn't immunize a deal from antitrust questions.
This fight has all the elements of a modern media showdown: deep pockets, sprawling assets, shareholder rivalry and a regulator sitting squarely in the middle. Expect the next chapter to be governed less by press releases and more by filings, shareholder solicitations and the pace of the Justice Department’s review — and if history is any guide, legal teams on both sides are already laying out arguments that could keep this story alive for months.