tradingkey.logo

FACTBOX-Warner Bros rejects Paramount bid again. Here's what's new.

ReutersJan 7, 2026 12:03 PM

- Warner Bros Discovery said on Wednesday its board rejected a revised bid from Paramount Skydance, calling it a risky leveraged buyout that posed significant risks, and reaffirmed its support for Netflix's proposal to buy some of its assets.

In an amended securities filing accompanied by a letter to shareholders urging them to reject Paramount's PSKY.O $108.4 billion hostile bid, Warner Bros WBD.O cited concerns about its adequacy and the likelihood of deal completion.

The board's recommendation remained the same as its previous view on December 17, though it raised fresh concerns about Paramount's revised offer.

  • Warner Bros said its board met on January 6 to review Paramount's latest offer and unanimously reaffirmed its earlier recommendation to reject the bid in favor of a rival $82.7 billion cash-and-stock offer from Netflix NFLX.O.

  • Warner Bros highlighted how leveraged Paramount would be if it took on some $54 billion in debt to make the acquisition, assuming roughly $33 billion in existing Warner Bros debt when the deal is done.

  • In the letter to shareholders, Warner Bros said its board noted some improvements in Paramount's latest offer, including changes to the equity financing structure, a personal guarantee from billionaire Larry Ellison, father of Paramount CEO David Ellison and Paramount's controlling shareholder, and a higher reverse termination fee of $5.8 billion if the deal fails to close.

  • In its earlier rejection of Paramount's bid on December 17, Warner Bros had called out the lack of any "Ellison family commitment," and the backing of "an unknown and opaque" Lawrence J. Ellison Revocable Trust, whose assets and liabilities were not publicly disclosed and were subject to change.

  • The Warner Bros board continued to find shortcomings in Paramount's amended bid: it had not agreed to cover the $2.8 billion breakup fee owed to Netflix should Warner Bros walk away from its merger deal with the streaming service, and continued to impose restrictive covenants that would limit Warner Bros' ability to refinance debt.

  • Paramount "continued to submit offers that still include many of the deficiencies we previously repeatedly identified," the board wrote in a letter to shareholders, adding that it found none of these defects in the Netflix merger agreement. Paramount also asserted its amended offer did not represent its “best and final” proposal, but did not improve terms or raise its price.

  • The Warner Bros board has established a four‑member ad hoc transaction committee to oversee negotiations and evaluation of potential deals with Netflix or Paramount, while retaining final decision‑making authority at the full board level.

Disclaimer: The information provided on this website is for educational and informational purposes only and should not be considered financial or investment advice.

Related Articles

KeyAI