Warner Bros. Snubs Paramount’s $108 Billion Offer, Bets Big on Netflix

Warner Bros. Discovery took a look at Paramount's giant takeover swing and basically said: thanks, but no. The company is sticking with its Netflix pact and shutting the door on a $108 billion bid that, on paper, sounded massive but apparently set off more alarms than it solved.

What WBD actually rejected

Paramount went public with an unsolicited tender offer to buy Warner Bros. Discovery for $30 a share, led by David Ellison. After reviewing it, WBD's board decided the proposal was both too light on value and too heavy on uncertainty. They called it inferior to the Netflix agreement the company already has in place and said it didn't give shareholders the same level of certainty.

Board chair Samuel A. Di Piazza Jr. said the Paramount bid still didn't fix issues WBD has been flagging for a while. And by 'a while,' he means after back-and-forth over six earlier versions of this thing. Seven tries in and WBD still wasn't convinced.

Follow the money (and the fine print)

The biggest issue was how Paramount planned to pay for it. WBD questioned whether Ellison's financing was truly locked down. The backing arrived via an irrevocable trust at the last minute, and WBD said there wasn't enough transparency around it — including the fact the assets in that trust could change. Also raising eyebrows: the involvement of foreign sovereign wealth funds, specifically Saudi Arabia's Public Investment Fund and investors from Abu Dhabi and Qatar. WBD argued that lineup added risk.

"He guaranteed it through an irrevocable trust at the last minute, and frankly, that wasn't as good as an investment grade company that purported strong value, great response to our concerns of what it took to operate."

- Samuel A. Di Piazza Jr., WBD board chair, on the bid's financing

Regulatory-wise, WBD also doesn't see any upside in the Paramount path compared to its Netflix arrangement. In other words: no special fast track in Washington to make the drama worth it.

• Price: $30 per share, which WBD says undervalues the company compared to its Netflix deal.
• Certainty: The board says Paramount's offer lacks the same clarity and security for shareholders.
• Financing concerns: Last-minute irrevocable trust, limited transparency, and the trust's assets could change.
• Outside money: Potential involvement from Saudi Arabia's PIF and investors from Abu Dhabi and Qatar added perceived risk.
• Regulatory outlook: No advantage over the existing Netflix agreement.
• History: This came after WBD already reviewed six prior proposals and still saw the same unresolved issues.

Where this leaves everyone

Short version: WBD is staying the course with Netflix. Paramount's tender offer is a no-go, and unless something major changes on structure or financing, that door looks closed. The wild part here isn't just the size of the offer — it's that a last-minute trust and a complicated investor mix were supposed to calm nerves. They didn’t.