Paramount Skydance’s tender provide for Warner Bros. Discovery emerged from months of fitful courtship, a shifting media panorama, and a excessive‑stakes bidding struggle that in the end pitted the studio behind “High Gun: Maverick” towards streaming big Netflix for management of one in every of Hollywood’s crown jewels. The corporate’s tender provide regulatory submitting with the Securities and Alternate Fee, filed hours after Paramount launched a hostile bid price $108 billion (or $77.9 billion in fairness), laid out an in depth chronology through which Paramount repeatedly tried to lure Warner Bros., to no avail. Netflix and Warner Bros. agreed a deal price almost $83 billion ($72 billion in fairness) on Friday.
The submitting revealed Paramount CEO’s last-ditch textual content message to WBD counterpart David Zaslav at roughly 4pm ET on December 4, the day earlier than Netflix in the end introduced its deal, as beforehand reported by the Monetary Occasions. “Daivd [sic], I respect you’re underwater as we speak so I needed to ship you a fast textual content. Please be aware whenever you subsequent meet as a board we needed to give you a package deal that addressed the entire points you mentioned we [sic] me,” David Ellison wrote as he apparently felt his goal slipping away.
“Additionally please know regardless of the noise of the final 24 hours I’ve nothing however respect and admiration for you and the corporate,” Ellison added. “It might be the distinction of a lifetime to be your companion and to be the proprietor of those iconic belongings. If we’ve the privilege to work collectively you will notice that my father and I are the folks you had dinner with. We’re all the time loyal and honorable to our companions and hope we’ve the chance to show that to you. Finest, David.” Later that day, Paramount despatched Zaslav a letter criticizing a “tainted” sale course of.
Paramount informed buyers as we speak that it continued to consider it was by no means taken critically. “Through the entirety of the sale ‘course of’ undertaken by the Warner Bros. Board, representatives of Warner Bros. didn’t present a single markup of a single transaction doc, have a single assembly to go page-by-page by the paperwork, or have interaction in a ‘actual time’ back-and-forth negotiation with Paramount or its advisors.”
Early outreach in 2023
In 2023 and 2024, Paramount’s predecessor, Paramount World, and Warner Bros. held intermittent talks a couple of potential merger, however these conversations ended with no deal as Paramount World moved as an alternative to merge with Skydance, beneath the management of present CEO Ellison. After that transaction closed in August 2025, Paramount’s new management revisited the concept of mixing with Warner Bros., concluding {that a} tie‑up might create a stronger, scaled competitor to streaming platforms and large expertise corporations, in keeping with the SEC submitting.
The urgency elevated in June 2025 when Warner Bros. publicly unveiled plans to separate itself in two, focusing on completion by mid‑2026, a method it continued to defend by early autumn. Paramount believed this breakup would destroy worth and make any future full-company acquisition far more durable, so it determined to maneuver shortly, seeing a slim window to purchase all of Warner Bros. earlier than the separation took impact.
Paramount’s escalating proposals
By early September 2025, the submitting famous, media studies surfaced that Paramount was getting ready a proposal, serving to push Warner Bros.’ share worth sharply larger from a pre‑rumor closing worth of $12.54—it was buying and selling at $19.46 by September 15, the day after Paramount provided $19 per share in money and inventory. (The New York Occasions reported on the key bids from Paramount in October.)
Warner Bros. rejected that method inside days, saying the bid undervalued the corporate and that its personal breakup plan promised higher lengthy‑time period worth. Paramount responded on September 30 with an improved provide price $22 a share, primarily in money, and went additional on deal protections, together with a $2 billion termination price and a dedication to litigate to safe antitrust clearance, whereas additionally dangling roles for Zaslav as co-CEO and co-Chairman of the board of the mixed firm.
Warner Bros. rebuffed this proposal as properly, once more calling it insufficient and insisting its deliberate separation remained superior, a stance that solely hardened Paramount’s view that the board was underestimating the commercial logic of a mix. In October, Warner Bros. publicly introduced a wider overview of “strategic alternate options,” signaling that it could run a proper sale course of and had obtained curiosity from a number of events in each the entire firm and particular belongings equivalent to its streaming arm.
Paramount tried to enter that course of on extra favorable phrases, pushing again on an preliminary Warner Bros. confidentiality settlement that included a prolonged standstill, tight controls on financing contacts and waivers of potential authorized claims in regards to the sale. Its advisers negotiated for a shorter standstill, “most‑favored‑nation” remedy versus different bidders, and freedom to problem the method if Warner Bros. in the end retreated to its separation plan, underscoring deep distrust over how the public sale could be run.
Due diligence and financing ramp-up
As the method unfolded, Paramount was granted restricted entry to a digital knowledge room, which it considered as “sparsely populated” given the scale and complexity of a possible deal. In mid‑November, Warner Bros. hosted an in‑particular person administration presentation in California, whereas antitrust attorneys for each side met to evaluate regulatory dangers and lay out arguments {that a} Paramount–Warner Bros. merger could be professional‑aggressive in a market dominated by tech‑backed streaming giants.
Parallel to these talks, Paramount’s board arrange a particular committee of unbiased administrators to vet a big fairness infusion from the Ellison household and personal‑fairness agency RedBird. Paramount additionally locked in a $54 billion senior secured bridge facility led by Wall Avenue banks.
A bidding struggle with Netflix
On November 20, Paramount submitted one other improved proposal, lifting its implied provide to $25.50 a share, closely weighted to money and backed by signed debt commitments and promised fairness. That bid included a $5 billion regulatory reverse breakup price and extra aggressive litigation undertakings, signaling Paramount’s willingness to battle regulators if required to shut the transaction. (Netflix dedicated to a $5.8 billion breakup price in its profitable bid, which Bloomberg reported is among the many highest of all time.)
At the same time as Paramount sweetened its phrases, public commentary prompt some influential Warner Bros. figures noticed Netflix as a extra engaging companion, significantly for its pure‑play streaming focus and world attain. Throughout a selected November 13 interview on CNBC, WBD chairman emeritus John Malone questioned Paramount’s intervention and mentioned the deserves of a Netflix deal, including to market hypothesis that Warner Bros. management may favor a streaming‑first tie‑up over a legacy‑studio merger.
Netflix deal and Paramount’s pivot to a young
The method culminated on December 4, 2025, when Warner Bros. signed a merger settlement with Netflix that may see Netflix purchase Warner Bros.’ streaming companies after a sophisticated inner reorganization and spin‑off of different belongings. That deal provided money and Netflix inventory with headline worth of about $27.75 per share however included changes tied to spin‑off web debt and a 21‑month outer cut-off date.
Paramount responded the identical day with what it calls its “Prior Proposal,” a merger settlement valuing Warner Bros. at $30 a share in straight money, with what it argues are stronger regulatory commitments, a shorter exterior date and no worth haircut tied to steadiness‑sheet mechanics. When Warner Bros. nonetheless selected the Netflix deal, Paramount concluded that the board had opted for an “clearly financially inferior transaction with extraordinary regulatory threat and an extended timeline to a potential closing,” and determined its solely route was to go on to shareholders.
Calls to Paramount, WBD, and Netflix to touch upon the occasions as specified by the submitting weren’t instantly returned. We’ll replace this submit with any response.
Editor’s be aware: the writer labored for Netflix from June 2024 by July 2025.
For this story, Fortune journalists used generative AI as a analysis device. An editor verified the accuracy of the knowledge earlier than publishing.
