$108B Cash Bombshell Shakes Hollywood

Paramount’s $108 billion cash bid is turning a Hollywood deal into a shareholder revolt that could decide who controls Warner’s iconic brands—and who eats a multibillion-dollar breakup fee.

Story Snapshot

Warner Bros. Discovery (WBD) agreed to Netflix’s $82.7B deal for its Studios & Streaming assets, but Paramount Skydance is pressing a larger $108B all-cash offer for the whole company.
Paramount has escalated with a lawsuit and a proxy fight aimed at forcing a tougher review and shareholder leverage over WBD’s planned separation.
A $2.8B termination fee and a planned Q3 2026 WBD separation create high financial stakes if WBD changes course.
Netflix is pitching scale and “certainty,” while Paramount is pitching higher price, ticking fees, and claims of faster regulatory clearance.

Why WBD Picked Netflix—And Why That Choice Is Now Under Fire

Warner Bros. Discovery’s board approved a deal for Netflix to acquire WBD’s Studios & Streaming assets—including Warner Bros. studios plus HBO and HBO Max—for about $82.7 billion, structured around $27.75 per share and including roughly $10 billion of debt. Paramount Skydance responded with an unsolicited offer around $108 billion, roughly $30 per share, seeking the entire company, including cable networks like CNN and Discovery. The gap in scope and price is driving shareholder pressure on WBD’s board.

WBD’s leadership has argued that “certainty” matters as much as headline price. The company has carried heavy debt since the 2022 WarnerMedia-Discovery merger, and WBD executives have flagged Paramount’s structure and debt-related risks as a key concern. Netflix’s proposal targets the part of WBD that is already positioned for the streaming era, while WBD’s cable-heavy Global Networks business faces industrywide declines. That strategic mismatch is central to why WBD rejected Paramount’s offer—at least so far.

The Proxy Fight: Paramount Tries to Overrule the Boardroom

Paramount’s push isn’t limited to submitting a bigger number. The company has sued WBD, alleging an unfair process that favored Netflix, and it has pursued board and bylaw changes designed to force greater shareholder control—especially around WBD’s planned separation of Studios & Streaming from Global Networks. By taking the dispute into court and into the proxy arena, Paramount is effectively arguing that WBD’s directors should not be able to finalize a transformational breakup without a more direct shareholder mandate.

Shareholders are watching a high-stakes choice between two paths that both carry risk. Netflix offers a narrower transaction tied to studios and streaming, while Paramount seeks a full-company acquisition that includes politically visible properties and legacy networks. A proxy fight can become a blunt instrument: it may pressure directors to negotiate, but it can also inject uncertainty that weakens the target company’s bargaining position. With an investor vote expected by April 2026, the timing is tight for WBD to defend its process.

Ticking Fees, Termination Fees, and the Real Cost of Switching Horses

Paramount upgraded its bid in February 2026, adding a “ticking fee” beginning in 2027—reported as $0.25 per share quarterly, or about $650 million a year—and committing to cover the $2.8 billion termination fee tied to the Netflix agreement. Those sweeteners are meant to answer the board’s objections about deal protections and to reassure shareholders that a pivot away from Netflix would not drain value. Even so, the very existence of a massive breakup fee raises the cost of indecision.

WBD’s own timeline complicates everything. The company announced in June 2025 that it planned to separate its Streaming & Studios division from its Global Networks segment, with the separation expected around Q3 2026. The Netflix agreement is built around that sequencing, pushing closing into a longer 12–18 month process that requires shareholder and regulatory approvals. Paramount, by contrast, has claimed a faster close window of roughly 10–12 months, but the research available does not fully detail regulators’ likely view of either deal.

What Changes for Viewers, Workers, and the Culture Battle Around Media Power

Netflix has pitched consumer benefits—more content choice and investment—while also promising a 45-day theatrical window for Warner Bros. films, an attempt to calm fears that streamers will hollow out theaters. On the other hand, consolidation often comes with “synergies,” and the research cites expectations of $2–3 billion in annual synergies under the Netflix structure, a term that frequently signals cost-cutting. Hollywood workers and filmmakers have openly worried about job losses and reduced theatrical releases as streaming platforms centralize power.

For conservatives who are tired of elite institutions consolidating influence without accountability, the governance fight is the part to watch. Shareholder rights, board fiduciary duties, and transparent process matter because they determine who actually controls major information and entertainment pipelines. Reports in mid-February 2026 suggested WBD might reconsider or re-approach Paramount, but the available reporting is limited and leaves key questions unanswered about whether the board is negotiating tactics or genuinely rethinking the Netflix deal. Until filings or votes settle it, uncertainty remains the headline.