Paramount Buying Warner Bros: What Most People Get Wrong

Paramount Buying Warner Bros: What Most People Get Wrong

So, everyone is talking about Paramount buying Warner Bros like it's a done deal, but honestly? It is a total mess right now. If you’ve been following the trades lately, you know the vibe in Hollywood has shifted from "merger of the century" to a full-blown corporate street fight.

David Ellison and his newly minted Paramount Skydance Corporation are basically playing a high-stakes game of chicken with the Warner Bros. Discovery (WBD) board. And the crazy part? WBD actually has another suitor on the hook—Netflix.

It's wild. You have this legacy studio, Warner Bros, which basically invented the "talkie," caught between a tech giant that wants its library and a rival studio run by the son of a tech billionaire. It sounds like a script for a show on HBO, which, ironically, is one of the biggest prizes in this whole scuffle.

The Hostile Reality of Paramount Buying Warner Bros

Let’s get the facts straight because the headlines are kinda misleading. As of January 2026, Paramount isn't just "buying" Warner Bros in a friendly handshake deal. They are trying to take it over. Hostile style.

Back in December 2025, WBD's board actually signed a definitive agreement to sell a huge chunk of itself to Netflix for about $82.7 billion. The plan was for Netflix to grab the "fun stuff"—the film studios, HBO, and Max—while spinning off the old-school cable networks like CNN and Discovery into a separate company.

But David Ellison wasn't having it.

Paramount Skydance came back with a massive $108 billion all-cash offer. That is a huge premium over what Netflix is offering. We’re talking $30 per share versus Netflix’s roughly $27.75. Yet, the WBD board keeps saying "no." They even rejected the latest bid on January 7, 2026, calling it a "risky leveraged buyout."

Basically, the board is scared that if they go with Paramount, the debt will be so high it'll crush the company, or the regulators will block it because it combines too many TV networks.

Why the Ellison Family is the X-Factor

You can't talk about Paramount buying Warner Bros without talking about Larry Ellison. Yes, the Oracle founder.

To prove he was serious, David Ellison got his dad to personally guarantee $40.4 billion in equity financing. That is a staggering amount of money for one family to put up. It was supposed to settle the "certainty" argument—the idea that Paramount might not actually have the cash to close.

Even with that guarantee, WBD's board, led by Chairman Samuel Di Piazza and CEO David Zaslav, is still leaning toward Netflix. They argue that Netflix has a cleaner balance sheet and is less likely to trigger a multi-year antitrust investigation.

The Delaware Lawsuit and the Proxy Fight

Things got even uglier this week.

On January 12, 2026, Paramount filed a lawsuit in Delaware Chancery Court. They’re basically trying to force Warner Bros. Discovery to open their books and explain why they think the Netflix deal is better. Ellison’s team is calling the Netflix offer "inferior" and "financially opaque."

They are also planning a proxy fight. This means Paramount is going to try and get their own people elected to the Warner Bros board at the 2026 annual meeting. If they can swap the board members, they can kill the Netflix deal and approve the Paramount one.

It’s a bold move.

  • The Price Gap: Paramount is offering nearly $25 billion more than Netflix.
  • The Structure: Paramount wants the whole company. Netflix only wants the "prestige" assets.
  • The Risk: WBD's board thinks Paramount's $54 billion in new debt is a suicide mission.

What This Actually Means for Your Favorite Shows

If Paramount buying Warner Bros actually happens, the landscape of what you watch is going to change. Imagine a single streaming service that has Yellowstone, SpongeBob, Harry Potter, and The Last of Us all in one place.

It would be the ultimate "mega-app."

But there’s a downside. A combined Paramount-Warner entity would likely result in massive layoffs—we're talking potentially thousands of jobs. They’ve projected $9 billion in "synergies." In corporate speak, that usually means firing people and closing offices to save money.

Industry experts like William Lancaster have pointed out that this is just a "consolidation of power." If one company owns everything from CBS to CNN to HBO, there’s less competition. That could mean higher subscription prices for you and less experimental "prestige" TV being made because everything has to appeal to the widest possible audience to pay off the debt.

Why Netflix is the "Safe" Bet for WBD

Warner Bros. Discovery has a lot of debt already—around $40 billion left over from the original AT&T/Discovery merger.

The board views the Netflix deal as a "de-risking" move. Netflix is an investment-grade company with a $412 billion market cap. They have the cash. They don't need to borrow $50 billion to make the deal happen.

By selling the studios and HBO to Netflix, the remaining WBD shareholders get a clean break from the "dying" business of cable TV. They get shares of Netflix, which is a growth stock, and they keep a piece of the new "Discovery Global" company.

To the WBD board, a bird in the hand is worth two in the bush, especially when the bush is surrounded by antitrust lawyers and $94 billion in debt.

What's Next in the Takeover Saga?

The clock is ticking.

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Paramount’s tender offer—the one where they ask shareholders to sell their stock directly to them—is set to expire soon, though they’ll likely extend it. The Delaware court just refused to "fast-track" the lawsuit, which is a small win for the WBD board because it buys them time to push the Netflix deal through.

Expect a lot of noise in the coming weeks about "fiduciary duties." Shareholders are going to have to decide if they want the $30/share from the Ellisons now, or if they trust Zaslav’s vision that the Netflix deal is better for the long haul.

What you can do now:

If you’re an investor or just a fan of these brands, the biggest thing to watch is the WBD Annual Shareholder Meeting. That is where the board seats will be decided. Keep an eye on the SEC filings (Form S-4) that will eventually drop for the Netflix merger; that’s where all the juicy financial secrets are hidden.

Also, watch the regulatory temperature in D.C. With the current political climate, any merger of this size is going to face intense scrutiny. If the Department of Justice signals they'll sue to block Paramount, the Netflix deal becomes the only game in town.