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Warner Bros. Discovery Rejects Paramount’s Revamped Bid, Reaffirms Netflix Deal

Directors cite unprecedented debt load, closing risk, sizable switching costs, calling the rival offer a leveraged buyout.

Overview

  • Warner Bros. Discovery’s board unanimously urged shareholders to reject Paramount Skydance’s $108.4 billion, $30‑per‑share hostile tender and maintained support for its signed merger with Netflix.
  • Board filings say the Paramount plan would leave the company with roughly $87 billion of pro forma debt, which it described as the largest leveraged buyout in history and a major execution risk.
  • The Netflix agreement values targeted assets at about $82.7 billion ($27.75 per share with $23.25 in cash plus stock), and Netflix has begun antitrust filings, highlighting its stronger financing profile.
  • Paramount’s offer covers all of WBD, is backed by a $40.4 billion personal guarantee from Larry Ellison and substantial additional borrowing, and matches Netflix’s $5.8 billion reverse termination fee.
  • WBD estimates about $4.7 billion in costs to walk away from Netflix (including a $2.8 billion breakup fee), warns operating restrictions under the Paramount plan could harm the business, and notes the tender remains open as both paths head into intensive regulatory and political scrutiny.