The Moment
Warner Bros. Discovery just looked at a reported $108 billion, all-cash offer from Paramount and basically said: thanks, but absolutely not.
In a sharp statement from board chairman Samuel A. Di Piazza Jr. on Wednesday, the Warner Bros. Discovery (WBD) board urged shareholders to reject Paramount’s last-minute bid for the entire company, calling the rival proposal “illusory” and not in the best interest of investors. Instead, the board doubled down on its existing, roughly $82.7 billion merger deal with Netflix.
The board says it’s choosing the lower headline number because Paramount’s offer is built on what they paint as shaky scaffolding. According to that statement, Paramount’s equity commitment of about $40.65 billion leans on an opaque, revocable trust that is not fully backed by the Ellison family’s own money. Di Piazza wrote that, despite repeated assurances, the Ellisons have never actually backstopped the offer.
Paramount CEO David Ellison, 42-year-old son of billionaire Larry Ellison, had aggressively courted WBD chief David Zaslav to make the deal happen. But WBD’s board unanimously decided that a revocable trust does not equal a firm, secured commitment from a controlling shareholder and branded the Paramount structure as offering “an untenable degree of risk and potential downside” for WBD shareholders.
By contrast, the Netflix transaction is a mix of cash and stock. Shareholders wouldn’t just get cash; they’d also get a slice of a future spinoff company that would hold CNN, TBS, TNT and other traditional TV channels. Netflix, importantly, is not trying to own those news and cable assets outright the way Paramount reportedly is.
Adding extra drama: Paramount’s bid is being supported by sovereign wealth funds from Saudi Arabia, Qatar and Abu Dhabi, plus a private equity firm run by Jared Kushner, Donald Trump’s son-in-law, as outside financing partners. And if WBD walks away from the already-signed Netflix deal, it would apparently owe the streamer a $2.8 billion breakup fee.
Netflix, for its part, issued its own statement saying it “welcomes” the WBD board’s recommendation to stick with their merger.
The Take
So why would anyone turn down $108 billion in straight cash for $82.7 billion and some stock in a not-yet-born spinoff? On paper, it sounds like saying no to a luxury condo so you can keep your slightly haunted starter home.
But this isn’t just about the dollar signs. It’s about who would own what, how they’d pay for it and who they’d be answering to once the dust settles.
Paramount’s pitch is glossier: huge cash, full takeover, CNN and the cable networks under its umbrella. But if the WBD board is to be believed, the foundation is mushy. A giant revocable trust that can, in theory, be pulled back; sovereign wealth money from the Gulf; a Kushner-linked private equity firm; and an Ellison family that, according to the board, refuses to put their own full financial muscle on the line. That’s a lot of moving parts between you and your check.
The Netflix deal is messier emotionally – current leadership gets folded into a rival streamer, the linear channels get spun off, and there’s a long integration ahead. But structurally? It’s clearer. Netflix pays cash plus stock, WBD shareholders keep a direct stake in whatever’s left of the cable empire, and you don’t have to bet the company on a trust structure everyone keeps calling “opaque.”
There’s also the CNN factor. Previous reporting has claimed Larry Ellison floated to political figures the idea of firing top CNN talent and even moving “60 Minutes” onto CNN’s air if his son took over WBD. Add in that David Ellison installed right-leaning commentator and editor Bari Weiss as CBS News’ editor in chief after taking control of Paramount, and you can see why WBD’s board might be quietly wary of handing CNN to the Ellison orbit.
They’re never going to say, “We’re protecting CNN from political meddling” in an SEC-friendly statement. But when you read between the lines, this looks like a board that would rather merge with the big red N – which doesn’t want to own CNN at all – than deal with a politically plugged-in buyer backed by revocable trusts and foreign money.
Think of it like dating: one suitor shows up with a giant diamond ring but insists they might give it back if their mysterious “family trust” changes its mind. The other shows up with a slightly smaller ring, clear bank statements and no plan to move into your home office and redecorate your entire life. Which risk do you take?
Receipts
Confirmed:
The board of Warner Bros. Discovery officially rejected David Ellison‘s $30 per share hostile bid for the company, telling shareholders that it remains “inferior” to the Netflix deal, and carries “numerous significant risks and costs on WBD.” https://t.co/rue6QcCRmx pic.twitter.com/6Rcj3k4XWG
— The Hollywood Reporter (@THR) December 17, 2025
- WBD’s board has rejected Paramount’s approximately $108 billion, all-cash offer for the full company and recommended shareholders stick with the roughly $82.7 billion Netflix merger, according to the board’s public statement on December 17, 2025.
- The board described the Paramount bid as “illusory” and criticized a $40.65 billion equity commitment that relies on a revocable trust, saying the Ellison family has never fully backstopped the offer, per that same statement.
- Netflix issued its own statement welcoming WBD’s board recommendation to proceed with the Netflix transaction.
- If WBD walks away from the agreed Netflix deal, it would owe Netflix a reported $2.8 billion breakup fee, per the board’s disclosures.
- Paramount’s offer is reportedly supported by sovereign wealth funds from Saudi Arabia, Qatar and Abu Dhabi, and by a private equity firm led by Jared Kushner, as outside financing partners.
- Paramount’s bid includes interest in news and cable assets like CNN and TNT; Netflix’s proposed deal does not seek to own those channels but would involve a spinoff holding them.
Reported / Unverified:
- Previous reporting in a UK newspaper claimed Larry Ellison discussed potentially firing certain CNN talent and exploring a programming shake-up that could have included airing “60 Minutes” on CNN if his son gained control of WBD. These conversations have not been confirmed by WBD or CNN.
- An industry-focused outlet reported that CNN staffers were anxious about the idea of coming under the influence of Bari Weiss, after David Ellison put her in charge of CBS News, if Paramount ended up owning WBD. Those internal reactions have not been publicly documented by the network.
- Donald Trump has publicly suggested that the Netflix-WBD deal could face antitrust issues, but no formal regulatory challenge has yet been announced.
Backstory (For Casual Readers)
If you’re not tracking every twist of the streaming wars, here’s the cheat sheet. Warner Bros. Discovery is the mashup of WarnerMedia (home of HBO, CNN, Warner Bros. films) and Discovery (home of all the unscripted comfort TV), merged in 2022 and saddled with serious debt and intense pressure to compete with Netflix, Disney+ and everyone else. CEO David Zaslav has spent the last few years cutting costs, canceling projects and trying to make the books work in a world where cable is fading.
Paramount, meanwhile, is now led by David Ellison, who took control this year after an $8 billion merger that gave him the keys to Paramount Pictures and CBS. His father, Larry Ellison, is a tech billionaire worth well over $200 billion and a prominent conservative political donor. Netflix is still the biggest pure-play streamer, profitable, and increasingly eager to own big libraries and live content, but it has shown zero interest in running cable news channels like CNN.
What’s Next
Paramount’s offer, as structured, reportedly stays open until January 8, with the option to extend. Shareholders who already tendered their shares into the Paramount deal can still pull them back before that deadline. Paramount can also, in theory, sweeten its terms – more cash, stronger guarantees, a clearer backstop – but so far, there’s no public sign of that happening.
On the other side, the WBD-Netflix merger still has to move through regulators, answer those simmering antitrust questions and win over investors who might have preferred the simplicity of an all-cash exit. If WBD were to change its mind now, that multibillion-dollar breakup fee to Netflix looms large.
What should we be watching? Three big things: whether Paramount comes back with a cleaner, more concrete financing structure; whether CNN staff, shareholders and politicians start making more public noise about who should control one of America’s biggest news brands; and whether regulators decide that Netflix absorbing WBD is simply too big a bite for one streamer to take.
For now, though, the message from WBD’s board is loud and clear: Netflix is the safer, more “certain” partner, even if Paramount is flashing more cash. It’s Hollywood power chess at the highest level – and, as always, the people who actually make and report the news are the pawns being pushed around the board.
Your turn: If you were a Warner Bros. Discovery shareholder, would you gamble on Paramount’s bigger cash offer or stick with the more structured, but smaller, Netflix deal – and why?
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