Warner Bros. Discovery board expected to snub Paramount-Skydance’s sweetened hostile offer next week; $2.8 billion breakup fee and “deal certainty” anchor the board’s preference for Netflix.
December 31, 2025: The high-stakes battle for the future of Warner Bros. Discovery (WBD) is nearing a dramatic climax. On Wednesday, December 31, 2025, sources familiar with the matter indicated that the WBD board is prepared to reject the amended $108.4 billion hostile takeover bid from Paramount-Skydance, despite a massive financial backstop from Oracle co-founder Larry Ellison.
The decision signals that the board remains committed to its existing $82.7 billion agreement with Netflix, prioritizing a cleaner financing structure over the higher headline price offered by the Ellison-led consortium.
The Battle of Two Bids
The WBD board is navigating two starkly different paths that would fundamentally reshape the global media landscape:
| Feature | Netflix Offer (The “Friendly” Deal) | Paramount-Skydance (The Hostile Bid) |
| Headline Value | $82.7 Billion | $108.4 Billion |
| Offer Structure | Cash-and-stock; focuses on Studios & HBO | All-cash; includes entire company (CNN, etc.) |
| Financing | Backed by Wells Fargo, HSBC, BNP Paribas | Backstopped by a $40.4B Larry Ellison guarantee |
| Breakup Fee | $2.8 Billion (payable by WBD if they walk) | Raised regulatory termination fee |
| Status | Frontrunner (Board Recommended) | Hostile (Urged Shareholders to Reject) |
Why the Ellison Guarantee Wasn’t Enough
Earlier this month, WBD accused Paramount of “misleading” investors regarding its financial safety net. In response, Larry Ellison—father of Paramount CEO David Ellison—personally guaranteed $40.4 billion in equity financing to “clear the brush of obfuscation.”
However, major investors like Harris Oakmark (WBD’s fifth-largest shareholder) have labeled the revised offer as “insufficient.” Analysts note that because Paramount did not increase its $30-per-share price, the offer fails to provide enough premium to justify the risk of paying Netflix’s $2.8 billion breakup fee and the high probability of a “blocked” merger by antitrust regulators.
Antitrust & Political Hurdles
The potential merger of Paramount and Warner Bros. would create a studio entity larger than Disney, a prospect that has already drawn scrutiny from both sides of the aisle in Washington.
- The Trump Factor: U.S. President Donald Trump has indicated he plans to personally weigh in on the acquisition, hinting at potential antitrust intervention.
- Regulatory Risk: A combined entity would merge two of the largest television operators in the U.S. (CBS and CNN/TBS/TNT), which experts believe would trigger a “monopoly” investigation.
Next Steps: The Final Meeting
The WBD board is expected to meet next week (early January 2026) to formalize its position. If they proceed with the Netflix deal, it would mark the end of one of the most expensive and complex hostile takeover attempts in entertainment history.