Paramount Skydance Holds line as Warner Bros. Discovery bid battle centers on financing certainty

Paramount Skydance has no immediate plan to sweeten its $30-a-share all-cash bid for Warner Bros. Discovery and is pressing shareholders to favor its $78 billion offer over WBD’s Netflix deal, which is valued at about $27.75 per share. The stance comes as Paramount aims to persuade investors that a cash bid—backed by a combination of bank financing, equity from Gulf state funds, and contributions from Ellison-backed backers—offers a clearer path to control than Netflix’s stock-based package. The move also keeps the tender deadline intact while a formal shareholder campaign unfolds in parallel to the company’s ongoing negotiations with Netflix.

Warner Bros. Discovery is preparing a formal filing urging investors to reject Paramount Skydance's hostile bid, arguing that Paramount's financing sources lack clarity and that Netflix’s arrangement presents a simpler, more certain path to execution. In response, Paramount Skydance has asserted its financing is solid, pointing to anticipated lines from Bank of America and Apollo and to contributions from Larry Ellison and RedBird Capital, as well as Gulf state funds. The company says the financing is settled and ready to close, if enough WBD shareholders tender shares by the January 8 deadline.

Paramount Skydance says its backers will provide approximately $12 billion in cash, with the Gulf state sources contributing about $24 billion in equity. The arrangements are described as lacking board seats or direct management influence for the Gulf funds should Paramount Skydance win control. Executives also argued the deal carries regulatory certainty by avoiding a scenario in which Netflix would combine WBD assets, potentially triggering a lengthy antitrust review that could delay any closing. WBD and Netflix have countered that the regulatory fears are manageable and that Paramount's financing structure goes beyond Gulf money, raising questions about how the entire bid would be executed.

The backers’ posture has been reinforced by investor feedback, including comments from Mario Gabelli, who has said he will tender his WBD shares to back Paramount’s all-cash bid rather than Netflix’s stock-based offer. Gabelli told On The Money that his clients prefer quicker liquidity. "I want the money for my clients and I want it quicker," Gabelli said. His support underscores some investor appetite for a cash offer despite the bid’s size and financing complexity. Reps for WBD and Paramount Skydance did not comment.

Paramount Skydance remains confident that its financing plan is credible and disciplined, arguing that the $78 billion price tag is justified by the strategic value of WBD’s assets, including Warner Bros., HBO Max, CNN, and Discovery properties. Executives have floated the possibility of raising the bid to around $30 a share if investor feedback turns more favorable, though they have not indicated an immediate intention to alter the offer. They emphasize that their cash-centric proposition avoids the regulatory and funding uncertainties they say are inherent in Netflix’s deal, which blends cash, stock, and complex cross-financing.

Warner Bros. Discovery has signaled it intends to pursue shareholder engagement and to challenge Paramount Skydance’s bid as hostile. The company’s plan to formally urge rejection rests on questions about how Paramount Skydance would fund and close the deal, and whether the Gulf-backed cash would be available without contingent approvals. Netflix argues that its combination with WBD would be subject to antitrust scrutiny and regulatory delays but remains confident in the structural advantages of its stock-based offer, especially given the broader scale of the Netflix-WBD streaming ecosystem. The battle is unfolding as regulators scrutinize large-scale media combinations and as investors weigh the timeline and certainty of a potential closing.

The Wall Street dynamics surrounding Warner Bros. Discovery’s sale to Netflix have created a broader context for the dispute. WBD’s leadership, led by CEO David Zaslav, has sought to maximize shareholder value while defending the company against a rival bid perceived as potentially more disruptive or risk-laden. Paramount Skydance’s backers—David and Larry Ellison and their RedBird Capital partners—have argued that an all-cash bid reduces structural risk and that the group’s financing plan is robust, though it would rely heavily on non-traditional sources of equity and debt financing. The financing framework includes Bank of America and Apollo as lenders, with Ellison contributing personal capital in the form of cash and a complex trust arrangement often described as revocable. Critics have pointed to the fact that the Ellison trust structure can complicate the perception of control, even as backers insist it does not undermine the transaction’s credibility.

The regulatory component remains a central point of contention. WBD and Netflix have asserted that Paramount Skydance’s approach could increase antitrust risk by accelerating a consolidation that would reshape the competitive landscape in streaming and content distribution. Paramount Skydance’s supporters counter that the deal would deliver a clearer, cash-backed path to closing and that the involved sovereign funds and private partners bring substantial financial firepower without operational control in the new company. The parties continue to navigate a public-relations push and a high-stakes, multi-jurisdictional review process as the January 8 tender deadline approaches.

Investors are watching closely to see whether Paramount Skydance will adjust its bid or its financing terms in response to market feedback and regulatory signals. Analysts have noted that the outcome could hinge on the willingness of shareholders to tender shares in a way that makes the breakup-fee payable and on how regulators interpret the non-traditional financing mix attached to the Ellison-led contingency. As the battle advances, the market will be looking for clarity on who controls the acquirer’s capital and how the deal would be structured if Paramount Skydance ultimately wins control of Warner Bros. Discovery. With the holiday season fueling speculation about a bidding war, the industry remains vigilant for any changes that could alter the terms or timing of this landmark media deal.