Warner Bros.’ Discovery board is leaning toward re-engaging with Paramount Skydance on revised terms of Paramount’s offer to buy the entire company, which signed an $83 billion sale deal with Netflix in December.
But Paramount Skydance’s latest offer (#9 since last year) would provide WBD shareholders with a quarterly premium of approximately $650 million if the Netflix-WBD wedding is not completed by December 31, 2026. Paramount Skydance announced its latest pitch to WBD and investors on February 10th. Information about the WBD board’s intentions was first reported by Bloomberg News on Sunday.
The WBD board quickly issued a statement rejecting Paramount’s recent offer, claiming it did not go far enough to derail the existing agreement with Netflix. But the sale process surrounding the storied studio and HBO has come under intense scrutiny from investors, media observers and corporate governance watchdog groups. As with most major transactions, the sale of WBD is virtually certain to trigger shareholder litigation. If the WBD board takes up Paramount Skydance again, it would strengthen its argument that it fulfilled its fiduciary duty to investigate all legitimate offers.
WBD is expected to address the Paramount Skydance proposal and set a fourth-quarter 2025 earnings report date early this week after Monday’s President’s Day holiday. Investors are also awaiting the date of WBD’s planned special shareholder vote to approve the Netflix deal. It is unclear whether Paramount’s proposed amendment would change the WBD voting schedule. Under the agreement reached in December, Netflix has the right to match any better offer before formally completing the acquisition.
Representatives for Warner Bros. Discovery, Paramount Skydance and Netflix declined to comment.
The WBD board is likely focused on encouraging Paramount Skydance to declare it has reached the best and final offer stage, the people said. That would allow shareholders to make a deliberate choice and give WBD the ability to ask Netflix to match Paramount-Skydance’s terms if it deems them better than the existing deal. The situation is complicated by the fact that Netflix’s offer is for Warner Bros. and HBO Max. Paramount Skydance is seeking to acquire the entirety of WBD, which includes a large collection of cable channels, from CNN and TNT to Discovery, HGTV and the Food Network.
The WBD-Netflix deal is expected to face intense regulatory scrutiny in the Washington, D.C., process, given Netflix’s market clout in streaming and heightened political tensions over media in the Trump era. WBD could also face further PR headaches from small but noisy investors questioning the Netflix deal, as was the case with Ancora Capital last week.
