Proposed acquisition of Warner Bros. Discovery and departure of Jeff Shell
In September 2025, The Wall Street Journal and others reported that Paramount Skydance was weighing a takeover of Warner Bros. Discovery, a deal that, unlike the Skydance–Paramount tie-up, was expected to sidestep Federal Communications Commission review because WBD holds no broadcast licenses.[116] The idea drew immediate political scrutiny, with Senator Elizabeth Warren urging regulators to stop it,[117] while price talk swung widely: early chatter reached about $70 billion,[118] mid-month commentary pointed to the mid-$50 billions,[119] and by September 19 reporting centered on scenarios "north of" $45 billion alongside a potential $22–$24 per-share offer structure that could be 70–80% cash, with support from Larry Ellison. By September 29, CNBC’s David Faber suggested a friendly agreement looked unlikely and that Paramount might need to take any bid directly to WBD shareholders.[120][121][122]
Industry voices spent the month debating what such a combination would mean. UTA chief David Kramer called it a mixed prospect for Hollywood,[123] and FX Networks chairman John Landgraf predicted that large-scale consolidation among legacy studios was essentially unavoidable.[124] Strategically, observers noted the sheer scale on offer: Paramount Skydance's roughly 4,500-film (including the entire of Miramax, pre-2005 Dimension Films and pre-2011 DreamWorks Pictures libraries), 200,000-episode library (including the CBS/Paramount Television, Spelling Television and libraries from the cable networks alongside the pre-1973 programming libraries of NBC and ABC) alongside Warner Bros.' catalog of about 10,000 films (including the pre-April 1986 MGM, February 1952 – May 1986
On October 2, 2025, CNBC speculated that their then-parent company, NBCUniversal, prior to its spin-off into Versant, could be the biggest wild card for the acquisition of Warner Bros. Discovery's assets.[132] On October 13, 2025, Warner Bros. Discovery rejected a proposed first bid from Paramount Skydance, but Paramount Skydance is considering to raise their offer or go directly to Warner Bros. Discovery's shareholders.[133] On October 21, the New York Post said that Warner Bros. Discovery had privately rejected a new $24-a-share bid by Paramount Skydance.[134][135][136] On October 8, the New York Post reported that Paramount Skydance was in talks with major private equity firms, including Apollo Global Management (the company that owns
On December 4, 2025, Paramount blamed Warner Bros. Discovery for orchestrating an unfair bidding process that favors Netflix.[140] Netflix won the bidding war later that day and would begin exclusive deal talks.[141]
On December 5, Netflix announced that they would be buying the Warner Bros. streaming and studio company for $72 billion after the split closes in the third quarter, valuing WBD at $82.7 billion. Although Netflix ultimately won the bidding process, the transaction was still subject to regulatory approval in multiple jurisdictions.[142] Amid the ongoing antitrust review, reports indicated that Paramount Skydance might consider launching a hostile takeover bid should the approval process create an opening.[143] Three days later, Paramount launched a hostile takeover bid of WBD for an enterprise value of $108.4 billion.[144] Paramount argued its $30 per share all-cash offer was superior to the $27.75 per share offer from Netflix, and that a combination with Paramount faced lower regulatory hurdles.[145] On December 11, Paramount Skydance was considering raising its takeover offer for Warner Bros. Discovery by as much as 10% as it plots its next move to break up a merger agreement with Netflix. The new offer of Warner Bros. for Paramount would now be $33 per share for $90 billion, while the new offer of Warner Bros. for Netflix would now be $30.75 per share for $86 billion.[146] On December 17, WBD told its shareholders to reject Paramount's bid, instead proceeding with the Netflix acquisition.
On December 22, 2025, Warner Bros. Discovery's board reviewed an offer from tech tycoon Larry Ellison to personally guarantee Paramount Skydance's $78 billion hostile takeover bid – adding a fresh twist to a bidding war that has most recently favored Netflix, On the Money has learned.[148]
On January 7, 2026, it was reported by Variety that Warner Bros. Discovery's board of directors had rejected the amended offer by Paramount Skydance to acquire the entire company, with the board writing in a SEC filing that they considered the Paramount Skydance offer to be of "insufficient value", and that the offer was "inadequate", as they believed the Netflix offer was of better value to their shareholders, with the board sticking with the Netflix offer for Warner Bros. Discovery's Streaming and Studios division.[149][150]
On January 23, 2026, Netflix Co-CEO Greg Peters Says Paramount's WBD Bid 'Doesn't Pass the Sniff Test', but Netflix's WBD bid actually passed the Sniff Test. In fact, he said Paramount Skydance's rival $108.4 billion all-cash bid for Warner Bros. Discovery is a smoke screen largely reliant on tech billionaire Larry Ellison, the father of Paramount CEO David Ellison, and tens of billions in debt. As of January 23, 2026, approximately 7% of WBD’s 2.5 billion outstanding shares have been tendered to the Paramount deal, which is set to expire on Feb. 20.[151]
On February 5, 2026, Paramount CEO David Ellison published an open letter to the UK creative community outlining commitments related to the company's proposed acquisition of Warner Bros. Discovery (WBD). In the letter, Ellison pledged continued investment in content, a minimum 45-day theatrical window for films, the release of more than 30 cinema titles annually, and the preservation of HBO as an independent brand under Paramount’s ownership. Ellison criticized Netflix, arguing that its competing $83 billion bid for WBD could create a "monopolistic or dominant entity" and reduce marketplace competition. Netflix responded that its proposal was “pro-consumer, pro-innovation, pro-worker, pro-creator and pro-growth,” and said it was confident the deal would receive regulatory approval. The letter formed part of Paramount’s efforts to secure support from UK lawmakers and industry stakeholders as it pursued the takeover.[152]
On February 10, 2026, Paramount Skydance sweetened its bid for Warner Bros. Discovery (WBD) without increasing its $30-per-share offer, valued at $108.4 billion. The company offered a 25-cent per share quarterly “ticking fee,” equivalent to approximately $650 million in cash per quarter beginning in 2027 until the transaction closes. Paramount also agreed to cover the $2.8 billion termination fee WBD would owe Netflix if it withdrew from Netflix’s $82.7 billion agreement for WBD’s studio and streaming assets.
Additional measures included backstopping WBD’s planned debt exchange to eliminate a potential $1.5 billion bondholder fee and granting interim operating flexibility comparable to that negotiated with Netflix. Paramount stated it had complied with the U.S. Department of Justice’ s second request, triggering a 10-day waiting period, secured foreign investment approval in Germany, and was in discussions with regulators in the United States, the European Union, and the United Kingdom.
Analysts described the revised proposal as increasing pressure on WBD but questioned whether it would be sufficient to win shareholder support. WBD’s board continued to back the Netflix deal, citing the opportunity for investors to retain a stake in a separately traded Discovery Global entity. WBD scheduled a special shareholder meeting to vote on the Netflix transaction, expected by April.
On the same day, activist investor Ancora Holdings disclosed a roughly $200 million stake in WBD and said it planned to oppose the Netflix transaction and support Paramount’s bid.[153] On February 11, 2026, activist investor Ancora Alternatives LLC, a shareholder of Warner Bros. Discovery (WBD), said it would vote against WBD’s proposed transaction with Netflix, support Paramount Skydance’s rival bid, and consider launching a proxy fight if WBD’s board did not engage with Paramount.
In a presentation, Ancora argued that Paramount’s revised proposal could reasonably be expected to constitute a “Superior Proposal” under WBD’s merger agreement and urged the board to negotiate in good faith to maximize shareholder value. The firm criticized the board for entering into what it described as an inferior agreement with Netflix and warned it would seek to hold directors accountable at the company’s 2026 annual meeting if they refused to reconsider.WBD said it was reviewing Paramount’s amended offer, which included a 25-cent per share quarterly “ticking fee” for each quarter after December 31, 2026 that the transaction remains unclosed, funding of a $2.8 billion termination fee payable to Netflix if WBD terminates that agreement, and commitments related to debt financing costs and obligations. Analysts said the changes addressed many of the board’s previously stated concerns but did not guarantee shareholder approval. [154]
On February 13, 2026, Paramount Skydance has named Rene Augustine, a former Trump administration attorney, as its senior vice president of global public policy, according to a company memo seen by Reuters, amid an ongoing takeover battle for Warner Bros Discovery.[155] Meanwhile, Warner Bros. Discovery, attracted the attention of activist investor Sachem Head Capital Management in the fourth quarter when the media and entertainment giant agreed to sell its streaming and studios business to Netflix, according to a regulatory filing on Friday. Sachem Head, one of last year's best-performing hedge funds, said in the Securities and Exchange Commission filing that it more than doubled its holding in Warner Bros. Discovery to own nearly 8 million shares at the end of the fourth quarter.[156]
On February 15, 2026, Bloomberg reported that Warner Bros. Discovery was considering reopening sale talks with Paramount Skydance.[157] On February 20, 2026, the company announced its bid had passed the second request review process undertaken by the Department of Justice, with the company saying "there was no statutory proposal to close down the acquisition".[158]
On February 26, 2026, Warner Bros. Discovery announced that they found Paramount's offer of $31 per share was superior to the deal Netflix made.[159] Shortly after, Netflix announced they were not going to raise their bid and pulled out, with Paramount emerging as the winner of the bidding war.[160] On February 27, the studios revealed that the deal is worth $110 billion.[161] According to David Zaslav, the acquisition is expected to close within 6-12 months, pending regulatory and shareholder approval.[162] If the deal closes, it will be the largest all-cash transaction in corporate history, ahead of Microsoft's $67 billion acquisition of Activision Blizzard in 2023.[163][164]
On April 8, 2026, Jeff Shell departed Paramount Skydance as President.[165][166] The departure came a month after Robert James "R.J." Cipriani filed a $150 million lawsuit against Shell and his wife for breach of contract and fraud complaint, in which it also lists Paramount's CEO David Ellison, his father Larry, and several other advisors. Cipriant accused Shell of "gossiping about deals surrounding UFC, WBD, and Donald Trump";[165][166] Shell has since denied the allegations, calling it an "utterly false tale created in a shakedown attempt".[167] Paramount Skydance later came out saying that Shell exited the company with a severance package of $5 million; the contract set an annual base salary of $3.5 million, as well as a $1.5 million bonus.[168]
