New assurances added to ease board scrutiny
Paramount made a crucial adjustment during its pursuit of Warner Bros. Discovery, according to people familiar with the negotiations. To address concerns inside WBD’s boardroom, the company formally committed that its foreign investment partners — as well as Jared Kushner’s fund — would hold no voting or governance rights under any circumstances. The move was designed to remove potential national security objections and reduce the likelihood of a CFIUS review.
Despite those changes, Paramount ultimately failed to secure the deal before Netflix stepped in, setting the stage for this week’s hostile counteroffer.
How Paramount reshaped its offer
Sources say earlier versions of the bid did not spell out that the Ellison family and RedBird would fully control governance, even though that structure had been internally planned. Only in the latest proposal did Paramount explicitly reinforce that the Ellisons would backstop the entire $40.7 billion equity package, relying in part on their Oracle holdings.
WBD’s board was reportedly uneasy with the original funding lineup. With seven financial partners in the mix, members feared that a single withdrawal could jeopardize the closing of the transaction. They were also hesitant about a cash-and-stock configuration, given the slide in Paramount’s share price between October and November. The revised offer removed stock entirely.
Hostile bid raises the stakes
Paramount has now gone directly to shareholders, presenting an all-cash offer of $30 per share and arguing it surpasses Netflix’s $83 billion proposal for WBD’s studio and streaming operations. The company maintains that its approach better reflects the value of WBD’s cable networks, which would need to be separated under a Netflix deal.
It is also promoting the idea that regulators would be more receptive to a Paramount–WBD merger than to a Netflix takeover. Recent remarks from President Donald Trump, including references to a potential requirement that WBD divest CNN, have added a layer of political intrigue that Paramount believes bolsters its case.
What comes next
WBD’s board has committed to reviewing Paramount’s proposal and issuing a response within ten business days. That assessment may trigger another round of bidding, potentially prompting Netflix to increase its offer. At the same time, directors must weigh the financial comparison carefully, mindful that rejecting a cash tender could expose the company to shareholder litigation.
Industry analysts do not expect Comcast to rejoin the contest, even if additional offers are solicited.
