Paramount Extends Hostile Bid for Warner Bros. Discovery
Paramount extends hostile bid and filed proxy materials to urge investors to reject Netflix's studios-and-streaming deal, tightening the takeover clock.
KEY TAKEAWAYS
- Paramount extended its all-cash $30 tender and filed preliminary proxy materials to solicit Warner Bros. Discovery shareholders.
- About 168.5 million Warner Bros. Discovery shares had been tendered, leaving Paramount far short of majority control.
- Proxy fight shifts the calendar with a shareholder vote expected by April 2026.
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Paramount Skydance extended its hostile bid and filed preliminary proxy materials with the SEC on Jan. 22, 2026, urging Warner Bros. Discovery shareholders to reject an amended Netflix agreement. The move intensifies the contest for control of the company.
Tender Offer Extension and Proxy Filing
Paramount Skydance extended its all-cash tender offer for Warner Bros. Discovery to Feb. 20, 2026, shifting the contest from a brief tender window to a broader shareholder campaign. The company filed preliminary proxy materials with the SEC to solicit votes against the Netflix merger at Warner Bros. Discovery’s special meeting.
Offer Terms, Financing, and Competing Deal
Paramount’s $30-per-share offer covers all Warner Bros. Discovery shares and implies a full-company enterprise value of $108.4 billion. The bid is backed by about $41 billion of equity from the Ellison family, RedBird Capital, the Public Investment Fund, the Qatar Investment Authority, and ADIA, along with roughly $54 billion of debt commitments from Bank of America, Citigroup, and Apollo. The enterprise value includes an implied $13.4 billion component.
Warner Bros. Discovery accepted an amended all-cash agreement with Netflix on Jan. 20, 2026, covering studios and streaming assets such as HBO Max, Warner Bros. Pictures and TV, and DC Studios. The deal values those assets at $72 billion of equity and about $82.7 billion to $83.0 billion of enterprise value, with plans to separate Global Networks.
As of late Jan. 21, approximately 168.5 million Warner Bros. Discovery shares had been tendered to Paramount, representing about 6.8% of the 2.48 billion Series A common shares outstanding. This leaves Paramount well short of the majority needed to gain control. Breakup fees require Warner Bros. Discovery to pay Netflix $2.8 billion if Paramount prevails, and Netflix to pay Warner Bros. Discovery $5.8 billion if the Netflix deal fails.
The Department of Justice’s Antitrust Division issued a second request for information on Jan. 16 regarding the Netflix transaction. Warner Bros. Discovery shareholders are expected to vote on the Netflix deal by April 2026, with the studios-and-streaming sale anticipated to close 12 to 18 months later after regulatory reviews. Paramount plans to continue pursuing regulatory clearance and soliciting shareholder support through the proxy campaign.
Warner Bros. Discovery’s board has maintained that the Netflix transaction is superior and rejected Paramount’s offer as inadequate. Paramount argues its full-company bid is more competitively structured and warns that selling only studios and streaming could expose Warner Bros. Discovery to debt risks tied to the Global Networks spinoff.
