On December 17, 2025, Warner Bros. Discovery’s board unanimously rejected Paramount Skydance’s all‑cash tender offer of $108.4 billion, citing insufficient financing assurances and the absence of a full backstop from the Ellison family. The decision effectively ends the hostile bid and confirms the company’s commitment to the previously agreed $72 billion merger with Netflix.
The bid was structured as a cash transaction, but the financing plan relied on a revocable trust and the support of Affinity Partners. Affinity Partners withdrew from the deal shortly before the vote, and the trust was deemed a weaker guarantee than a direct commitment from the Ellison family. These factors, combined with concerns about the overall financial strength of Paramount Skydance, led the board to conclude that the offer did not provide the certainty it required.
WBD’s financials underscore the board’s caution. For the twelve months ending September 30, 2025, WBD reported revenue of $37.863 billion, a 4.33% decline YoY, and a net loss of $148 million, translating to an EPS of –$0.06. Paramount Skydance, by contrast, posted revenue of $28.727 billion, a 0.48% decline, and a negative net margin of –0.05%, with an Altman Z‑Score of 0.95, indicating financial distress. These figures highlight the risk of financing a $108 billion acquisition from a company with limited cash flow and high leverage.
The board’s preference for the Netflix merger is rooted in the certainty of a public‑company backer and the absence of equity risk. Samuel A. Di Piazza, Jr., chair of the WBD board, said the Netflix deal offered “superior and more certain value for shareholders.” Ted Sarandos, co‑CEO of Netflix, echoed that sentiment, noting the merger would “deliver the best outcome for consumers, creators, stockholders and the broader entertainment industry.” David Ellison, CEO of Paramount Skydance, countered that the all‑cash offer represented “superior value” and would avoid exposure to equity market fluctuations, but the board remained unconvinced.
While the fact‑check report does not provide detailed market reaction data, the decision signals a clear strategic direction for WBD. The rejection removes a major competing offer, reduces regulatory uncertainty, and allows the company to focus on integrating with Netflix. For Paramount Skydance, the outcome underscores the importance of robust, transparent financing structures in large‑scale M&A transactions.
In summary, Warner Bros. Discovery’s board has chosen the path of certainty, rejecting a sizable but financially uncertain bid and paving the way for a $72 billion merger with Netflix. The move reflects the board’s assessment that the Netflix deal offers a more reliable value proposition for shareholders, while highlighting the critical role of financing guarantees in high‑value acquisitions.
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