Lead: Over a 12-week span in late 2025, Paramount Skydance’s David Ellison personally pursued Warner Bros. Discovery CEO David Zaslav with repeated proposals and private meetings in an effort to acquire WBD. Paramount ultimately offered an all-cash $30 per share bid (an equity value of $77.9 billion) on Dec. 4, 2025, but Warner Bros. Discovery announced a deal with Netflix on Dec. 5, 2025 valued at $27.75 per share (about $72 billion). After the board accepted Netflix’s proposal, Ellison shifted tactics and launched a hostile tender offer, taking his campaign directly to WBD shareholders.
Key Takeaways
- Paramount Skydance submitted six proposals over 12 weeks, culminating in an all-cash $30/share offer on Dec. 4, 2025, representing an equity value Paramount says equals $77.9 billion.
- Warner Bros. Discovery announced an agreement with Netflix on Dec. 5, 2025 for $27.75 per share (equity value approximately $72 billion), after which Paramount moved to a hostile tender offer.
- David Ellison personally courted David Zaslav, hosting dinners with Larry Ellison and meeting at Zaslav’s Beverly Hills home; Ellison repeatedly texted and called Zaslav in early December 2025.
- Paramount’s Dec. 4 proposal included fully countersigned debt commitment papers and equity backstops from the Ellison family, sovereign wealth funds and partners; Paramount says those arrangements addressed board concerns.
- Negotiations involved extensive confidentiality and standstill discussions — a signed confidentiality agreement included an 18‑month standstill that terminated when the Netflix agreement was announced on Dec. 5.
- Paramount emphasized regulatory certainty and proposed that Zaslav become co‑CEO and co‑chair; Warner Bros. cited concerns about financing certainty and foreign funding exposure.
- Paramount alleges Warner Bros. declined to engage on Dec. 4 despite being in possession of a $30/share cash offer it viewed as faster and less risky to close than Netflix’s bid.
Background
Paramount and Warner Bros. Discovery (WBD) were already discussing strategic options through 2023–2024. After Paramount completed its Skydance merger on Aug. 7, 2025, Paramount’s leadership and board reviewed industry dynamics and concluded a combination with WBD made industrial sense, particularly as WBD indicated plans to separate its studios/streaming business from its cable networks.
Beginning in September 2025, Paramount escalated outreach: David Ellison met Zaslav on Sept. 14 in Beverly Hills, followed by a virtual meeting between Larry Ellison, Zaslav and John Malone on Sept. 16. Paramount then submitted a sequence of improved bids—$19.00 implied value (Sept. 14), then $22.00, $23.50, $25.50, $26.50 and finally $30.00 per share—while negotiating confidentiality, financing and regulatory commitments with WBD and its advisers.
Main Event
From Sept. through early December 2025, Paramount and WBD exchanged proposals and multiple document markups. Paramount says it provided signed debt commitment letters and equity subscription materials and repeatedly revised merger documents to reflect feedback. The two sides negotiated a confidentiality agreement that ultimately imposed an 18‑month standstill on Paramount, which Paramount says would end if WBD executed a definitive third‑party deal.
On Nov. 24, 2025, Larry and David Ellison dined with Zaslav and reiterated their vision for a combined company and an intention to retain Zaslav post‑closing. After iterative feedback in late November, Paramount submitted an all‑cash $30/share proposal on Dec. 4, 2025 that, according to Paramount, included full financing commitments and contract-ready merger documents.
Paramount’s filing recounts that David Ellison placed calls and sent multiple texts to Zaslav on Dec. 4 requesting engagement; the WBD board did not respond, and later that night news outlets reported Warner Bros. had entered an exclusivity agreement with Netflix. On Dec. 5, WBD and Netflix announced a definitive agreement for Netflix to acquire Warner Bros. studios and HBO/HBO Max for $27.75 per share.
Analysis & Implications
At issue are competing narratives: Paramount contends it delivered a higher, faster, better‑financed all‑cash bid that posed fewer regulatory unknowns, while WBD’s advisers and board signaled greater confidence in the Netflix path. The difference in headline numbers—$30 vs. $27.75 per share—matters, but so do perceived execution risk, timing and regulatory exposure.
Regulatory review was central to bargaining. Paramount repeatedly emphasized that its financing structure would avoid triggering a CFIUS review by seeking non‑voting equity terms and governance waivers from certain foreign investors; Warner Bros. repeatedly raised concerns about foreign capital and potential CFIUS scrutiny, and about whether Paramount’s equity commitments were fully backstopped.
The episode highlights a broader trend in media M&A: consolidation pressure from streaming leaders and private capital is creating accelerated, high‑stakes auctions where speed, perceived regulatory certainty and demonstrable financing commitments can outweigh headline price for boards and advisers. Paramount’s pivot to a shareholder tender offer signals a willingness to wrestle with governance and proxy dynamics rather than accept a boardroom outcome.
Comparison & Data
| Date | Bid / Event | Price per Share | Equity Value (approx.) |
|---|---|---|---|
| Dec. 4, 2025 | Paramount Skydance final all‑cash offer | $30.00 | $77.9 billion (Paramount disclosure) |
| Dec. 5, 2025 | WBD–Netflix agreement announced | $27.75 | $72.0 billion (public release) |
The table above summarizes the decisive late bids. Paramount’s filing documents an iterative upward trajectory in offers from an initial Sept. 14 proposal through the Dec. 4 all‑cash bid. The competing bid from Netflix carried a slightly lower headline price but, per WBD, promised a path the board believed preferable when judged on financing certainty, regulatory timeline and strategic fit.
Reactions & Quotes
Paramount framed its move to shareholders as an appeal for transparency and choice. On an investor call announcing the hostile bid, David Ellison said the proposal was superior on headline value, certainty and regulatory clarity; Paramount’s filing quotes him emphasizing confidence that shareholders would prefer Paramount’s offer.
“We’re taking our offer directly to shareholders because they deserve transparency and the ability to make an informed decision.”
David Ellison / Paramount Skydance (investor call)
Paramount’s SEC filing also documents a sample text from Dec. 4 in which Ellison urged Zaslav to engage on the revised proposal and invoked the Ellison family’s personal commitment. Warner Bros. and its advisers have publicly maintained they will evaluate any formal offer and proceed in the board’s fiduciary judgment; WBD’s public statements at the time affirmed the board’s recommendation tied to the Netflix transaction.
“The Warner Bros. Board is not modifying its recommendation with respect to the agreement with Netflix as of the review period.”
Warner Bros. Discovery (public statement acknowledging tender)
Unconfirmed
- Whether David Zaslav intentionally ignored Ellison’s Dec. 4 texts and calls as a strategic choice remains unconfirmed and is based on Paramount’s filing, not a direct statement from Zaslav.
- Full internal deliberations of the WBD board that led to preferring Netflix’s offer — including the precise weight given to regulatory vs. valuation concerns — have not been publicly disclosed in complete minutes.
Bottom Line
The public record in Paramount’s SEC filing and media reports shows a sustained, escalating campaign by David Ellison to acquire Warner Bros. Discovery, culminating in an all‑cash $30/share offer that Paramount characterizes as fully financed and ready to sign on Dec. 4, 2025. Warner Bros. Discovery’s board instead announced a deal with Netflix on Dec. 5, 2025 and initially stood by that recommendation.
Paramount’s pivot to a hostile tender offer shifts the conflict from private negotiation to a shareholder contest and potentially protracted litigation or proxy fights. How much sway Ellison’s financing partners and sovereign backers can exert — and how regulators view any resulting combination or foreign financing — will be decisive factors in whether this dispute resolves in the marketplace or the courtroom.
Sources
- Variety — reporting and summary of the Paramount Skydance SEC filing (media).
- SEC EDGAR search results for Paramount Skydance filings — official SEC filings and related documents (official filings/search).