Latham, Cravath Lead Paramount’s Hostile Takeover Bid of Warner Bros Discovery

Paramount Skydance Launches $108.4B Hostile Takeover Bid for Warner Bros. Discovery, Challenging Netflix’s Deal

In a dramatic escalation of one of the biggest media battles in years, Paramount Skydance (the company formed from the 2025 merger of Paramount Global and Skydance Media, led by CEO David Ellison) announced on December 8, 2025, an all-cash hostile tender offer to acquire all outstanding shares of Warner Bros. Discovery (WBD) at $30 per share. This values the entire company at approximately $108.4 billion enterprise value (including debt) and directly challenges Netflix’s recently announced agreement to buy WBD’s studio and streaming assets for ~$82.7 billion enterprise value.

The move bypasses WBD’s board—which had rejected multiple prior Paramount offers and selected Netflix as the winner last week—and takes the proposal straight to shareholders. Paramount argues its bid is superior: fully cash, for the whole company (including cable networks like CNN, TNT, and Discovery that Netflix doesn’t want), with higher immediate value and faster/easier regulatory clearance.

Bid Comparison

Aspect Paramount Skydance Hostile Bid Netflix Deal (Announced Dec. 5, 2025)
Price per Share $30 (all cash) $27.75 ($23.25 cash + $4.50 stock)
Equity Value ~$74.4 billion $72 billion
Enterprise Value $108.4 billion $82.7 billion (studio/streaming only)
Scope Entire company (studio, HBO Max, cable networks including CNN/TNT) Studio + HBO/Max only; cable networks spun off into separate “Discovery Global” company
Financing All cash; backstopped by Ellison family, RedBird Capital, Bank of America, Citi, Apollo; additional equity from Saudi PIF, Qatar, UAE sovereign funds, Jared Kushner’s Affinity Partners Cash + stock; expected close 12-18 months post-spin-off (Q3 2026)
Synergies/Job Impact Claims $6B in synergies (Netflix accused this means job cuts) Emphasizes job creation, no major cuts planned
Regulatory Path Paramount claims smoother approval (pro-competitive, keeps company intact) Faces heavy antitrust scrutiny (Netflix dominance in streaming)
Tender Expiration Initially Jan. 8, 2026 (unless extended); 20 business days N/A (board-approved merger agreement)

Paramount has made six prior bids since September 2025 (starting at $19/share, escalating to this $30 all-cash offer), all rejected by WBD CEO David Zaslav and the board. Ellison stated the hostile route was necessary because WBD “never engaged meaningfully” despite Paramount’s proposals delivering “the best outcome for shareholders.”

Legal Advisors Leading the Charge

As highlighted in deal announcements and filings:

  • Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as lead legal counsel to Paramount Skydance.
    • Latham’s team includes partners Ian Nussbaum and Max Schleusener (veterans of the Paramount-Skydance merger earlier this year).
    • Former antitrust chief Makan Delrahim (now at Latham) joined Paramount as Chief Legal Officer in September 2025.
  • On the WBD side: Wachtell Lipton Rosen & Katz and Debevoise & Plimpton (legal); Allen & Co., J.P. Morgan, Evercore (financial).

These elite firms drafted Paramount’s aggressive regulatory letters arguing a Netflix deal would face “grave uncertainty” globally, while a full Paramount-WBD merger would be “pro-competitive.”

Reactions and Next Steps

  • WBD Board: Will review and issue a formal recommendation to shareholders within 10 business days (by ~Dec. 22, 2025). Currently advises “no action” and stands by Netflix deal.
  • Netflix: Co-CEO Ted Sarandos called the hostile bid “entirely expected” and expressed full confidence: “We’re super confident… We’re making jobs.”
  • Political Angle: Financing includes Jared Kushner’s Affinity Partners and Middle East sovereign funds. Larry Ellison (David’s father, Oracle billionaire) reportedly called President Trump post-Netflix announcement, warning it hurts competition. Trump has said he’ll be “involved” in reviewing any deal.
  • Market Reaction (Dec. 8-9): Paramount shares +9%, WBD +4-5%, Netflix -3%.
  • Critics: Sen. Elizabeth Warren called any big merger (Netflix or Paramount) an “anti-monopoly nightmare” and urged strict review, especially given foreign/Trump-linked funding.

If successful, a Paramount-WBD combination would create a media titan with Warner Bros., HBO, DC Comics, Harry Potter, Paramount Pictures, CBS, Nickelodeon, and more—releasing 30+ theatrical films annually (per Ellison)—positioned to rival Disney and Netflix. But antitrust hurdles loom large either way, and with Trump incoming, the outcome could hinge on politics as much as economics.

This is peak Hollywood drama: a Succession-style boardroom war with hundreds of billions at stake. Shareholders now hold the power.

By Satish Mehra

Satish Mehra (author and owner) Welcome to REALNEWSHUB.COM Our team is dedicated to delivering insightful, accurate, and engaging news to our readers. At the heart of our editorial excellence is our esteemed author Mr. Satish Mehra. With a remarkable background in journalism and a passion for storytelling, [Author’s Name] brings a wealth of experience and a unique perspective to our coverage.

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