Warner Bros. Discovery
Paramount Skydance's $30/sh hostile bid rejected; board backs Netflix's $27.75 deal
About the company
Warner Bros. Discovery is a global media and entertainment company formed by the merger of WarnerMedia and Discovery. It owns film and television studios, the HBO Max streaming service, and a portfolio of cable networks including CNN, Discovery Channel, and TLC.
Coverage timeline · 7 issues
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The board of the global media and entertainment company Warner Bros. Discovery (WBD) recommended shareholders reject a hostile $30 per share bid from Paramount Skydance in favor of an existing $27.75 per share merger agreement with Netflix. While Paramount's amended offer includes $40.4 billion in personal guarantees from Larry Ellison and a $5.8 billion regulatory break fee, the board cited an extraordinary amount of debt financing as a primary concern. Netflix’s cash-and-stock bid remains the recommended deal despite the lower nominal valuation. The board's rejection of the higher offer on structural grounds sets up a potential bidding war; the spread between the two offers and the regulatory break-fee terms are the key arbitrage inputs.
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Paramount Skydance's proposed approximately $111 billion acquisition of Warner Bros. Discovery (WBD) reportedly moved closer to EU clearance, with the European Commission expected to approve the transaction subject to conditions and a decision deadline reported for July 7, 2026. The deal had already received U.S. DOJ approval, but EU and other international reviews remained relevant closing conditions.
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Chinese regulators cleared the $110 billion merger of Warner Bros Discovery (WBD), a global media and entertainment company, with Paramount Skydance, removing a major international hurdle to closing. The deal has already received antitrust approval from the US DOJ, Australia, Germany, France, and Saudi Arabia. Following the reported clearance on June 17, the European Union remains the sole major jurisdiction yet to rule on the combination. This approval materially de-risks the merger and leaves the transaction one regulatory decision away from closing, tightening the arb spread as focus shifts to potential EU remedies.
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Warner Bros. Discovery, Inc. (WBD) received US DOJ Antitrust Division clearance for Paramount Skydance Corp.'s roughly $110B acquisition following an eight-month review. The federal antitrust approval removes a major US hurdle, while the transaction still faces overseas regulatory review and potential state attorney general litigation, with California and New York reported to be considering challenges. Gulf sovereign-wealth backing remains a focus of foreign-subsidy or foreign-investment scrutiny. This shifts the spread risk from DOJ review toward international approvals and whether states seek injunctive relief before closing.
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A group of U.S. states is reportedly planning a lawsuit to block Paramount Skydance's $110B acquisition of Warner Bros. Discovery. Paramount Skydance agreed in February to pay $31/share cash for all outstanding WBD shares. WBD shareholders overwhelmingly approved the deal in April. California AG Rob Bonta stated his office would decide whether to take action soon, with the specific state coalition not yet disclosed. PSKY shares fell 8% on the report, WBD shares fell 3%, each on track for their worst single-day decline since December 2025.
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Paramount Skydance Corporation enhanced its $30 per share all-cash takeover offer for Warner Bros. Discovery, adding a $0.25 quarterly ticking fee starting January 2027 if deal not closed by December 2026, and agreeing to cover WBD’s $2.8 billion Netflix termination fee plus $1.5 billion debt financing costs. The enhanced offer is backed by $43.6 billion in equity commitments and tender offer extended to March 2, 2026, with 42.3 million WBD shares already tendered.
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Warner Bros. Discovery is executing an $83 billion deal to sell streaming/studio assets to Netflix while spinning off CNN and cable networks into standalone company Discovery Global within 6-9 months. Paramount Skydance is conducting hostile takeover attempt with $108.4 billion bid and launched proxy war to block the Netflix deal, with tender offer deadline extended to Feb 20.
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