Paramount Raises Bid to $31 Per Share: The Battle for Warner Bros. Discovery Intensifies

WBD Board Says Sweetened $77B Paramount Offer Could Trump Netflix's $82.7B Deal as Hollywood Bidding War Escalates

Breaking: A New Twist in Hollywood's Biggest M&A Drama

On Tuesday, February 24, 2026, Warner Bros. Discovery announced it had received a revised proposal from Paramount Skydance raising its acquisition offer to $31 per share from $30—a deal that would value the Hollywood giant at roughly $77 billion. In a potentially decisive development, WBD's board acknowledged the sweetened bid "could reasonably be expected" to constitute a superior proposal to its existing $82.7 billion agreement with Netflix.

This dramatic escalation adds yet another chapter to one of the most complex and politically charged media deals in recent memory. What began as a straightforward Netflix acquisition has morphed into an intense bidding war, with David Ellison's Paramount mounting an aggressive hostile campaign to acquire the entirety of Warner Bros. Discovery—including assets Netflix doesn't want, like CNN and the Discovery cable networks.

The stakes could hardly be higher. The outcome will reshape Hollywood's competitive landscape, determine the future of iconic brands like HBO, CNN, and Warner Bros. Pictures, and test whether traditional media consolidation or streaming dominance represents the industry's future. And with shareholders voting March 20, the clock is ticking.

The Competing Offers: Netflix vs. Paramount

Netflix's $82.7 Billion Deal

In December 2025, Netflix announced a $72 billion deal to acquire Warner Bros. Discovery's film studio, along with HBO and HBO Max streaming service for $27.75 per share. On January 20, 2026, this became a definitive agreement, with Netflix switching to an all-cash offer.

Netflix's offer is selective—focusing only on the crown jewels:

• Warner Bros. Pictures studio

• HBO and HBO Max streaming service

• Extensive content libraries (Harry Potter, DC Universe, HBO originals)

• The Criterion Collection

The deal excludes traditional cable networks like CNN, TBS, TNT, HGTV, and Discovery Channel, which would be spun off into a separate publicly traded company called Discovery Global. This structure allows Netflix to acquire premium content assets while avoiding legacy cable businesses facing secular decline.

Paramount's $77+ Billion Counter-Offer

Paramount Skydance, led by David Ellison (son of Oracle billionaire Larry Ellison), wants to acquire Warner Bros. Discovery in its entirety—cable networks and all. The Hollywood Reporter detailed the latest revised offer:

Purchase Price: $31 per share in all cash (up from $30), valuing WBD at approximately $77 billion

Ticking Fee: $0.25 per share per quarter (about $650 million quarterly) starting September 30, 2026 if the deal hasn't closed. This fee compensates shareholders for delays and incentivizes rapid closure.

Regulatory Termination Fee: $7 billion if regulators block the deal (up from $5.8 billion previously). This massive fee demonstrates Paramount's confidence in regulatory approval and protects WBD shareholders against that risk.

Netflix Breakup Fee Coverage: Paramount will pay the $2.8 billion termination fee WBD owes Netflix if it abandons that deal.

Debt Refinancing: Paramount will backstop $1.5 billion in cost-saving debt refinancing.

In total, Paramount has committed billions in cash and guarantees to sweeten its offer and address WBD board concerns. The revised bid removes much of the execution risk that caused the board to favor Netflix's "bird in hand" approach.

Why the Math Isn't Simple: Per-Share vs. Total Value

Here's where it gets complicated. Netflix's offer values streaming and studio assets at $27.75 per share—less than Paramount's $31. However, Netflix's total deal value is $82.7 billion, while Paramount's is roughly $77 billion.

How can Netflix's total be higher if its per-share price is lower? Because of what each company is buying:

Netflix: Buys only premium assets (studios, HBO, streaming) for $27.75/share. Shareholders also receive shares in spun-off Discovery Global (the cable networks), creating additional value. Total package: ~$82.7 billion.

Paramount: Buys everything—including cable networks facing secular decline—for $31/share in cash. No separate spinoff value. Total: ~$77 billion.

The question becomes: is $31 in cash for everything worth more than $27.75 for premium assets plus shares in a separate cable company? MoffettNathanson analysts suggested an offer around $34 per share would definitively end the bidding war by making Paramount's all-cash, whole-company bid clearly superior.

The Strategic Case: Why Each Suitor Wants WBD

Netflix's Streaming Dominance Play

For Netflix, acquiring Warner Bros. studios and HBO represents a transformational move:

• Content library expansion: Thousands of titles including Harry Potter, DC Comics properties, HBO prestige dramas

• Theatrical distribution: Warner Bros. Pictures gives Netflix a major studio for theatrical releases, complementing its streaming focus

• Premium brand: HBO's reputation for quality elevates Netflix's positioning

• Subscriber growth: HBO Max's remaining subscribers migrate to Netflix

Netflix co-CEO Ted Sarandos told Variety that Netflix has a "rich history" of being "willing to walk away and let someone else overpay for things"—suggesting the streamer won't chase Paramount into a bidding war that destroys value.

Paramount's Traditional Media Consolidation

David Ellison envisions a combined Paramount-WBD as a powerhouse traditional media company:

• Streaming consolidation: Paramount+ and HBO Max merge, creating a stronger competitor to Netflix and Disney+

• Studio combination: Paramount Pictures + Warner Bros. = one of Hollywood's largest studio operations

• News integration: CNN and CBS News under one roof

• Cable network scale: Combined cable operations create negotiating leverage with distributors

• Cost synergies: Massive overlap allows for $3+ billion in annual savings

In a February 5 open letter to the UK creative community, Ellison outlined commitments including increased content investment, continued theatrical releases, and preserving HBO as a distinct brand. He characterized the Paramount-WBD combination as "pro-competitive" while criticizing Netflix's deal as potentially creating "excessive market power."

The Board's Dilemma: What Makes a Bid "Superior"?

WBD's board faces a complex decision. The revised Paramount offer "could reasonably be expected" to constitute a superior proposal—but the board hasn't formally made that determination yet.

Factors the board must weigh:

Shareholder Value: Which deal delivers more to shareholders? The higher per-share price from Paramount, or the total package from Netflix including Discovery Global spinoff shares?

Certainty of Closure: Netflix is a known entity with deep pockets. Paramount's financing—while backed by Larry Ellison and Middle Eastern sovereign wealth funds—introduces more execution risk.

Regulatory Risk: Which deal faces easier regulatory approval? Both have challenges, but Paramount's $7 billion termination fee mitigates this concern.

Strategic Fit: Does WBD's future lie in streaming dominance (Netflix) or traditional media consolidation (Paramount)?

Time Value: Paramount's ticking fees compensate for delays, while Netflix offers faster certainty.

If the board determines Paramount's bid is superior, Netflix has four business days to revise its offer and match or exceed Paramount's terms. This "match right" gives Netflix the last look—but only if it's willing to pay up.

Shareholder Pressure: Activists Want Maximum Value

The board isn't operating in a vacuum. Axios reported that activist investor Ancora Holdings Group disclosed a roughly $200 million stake in WBD and publicly opposed the Netflix deal, preferring Paramount's higher per-share price.

Several smaller shareholders have pressured WBD to seriously engage with Paramount rather than reflexively favoring Netflix. These shareholders argue that:

• The board showed favoritism to Netflix without giving Paramount fair consideration

• Paramount's all-cash offer provides immediate, certain value

• Discovery Global spinoff shares may not be worth much given cable's decline

• The $3+ difference in per-share price represents real money

The seven-day negotiation period that produced this revised Paramount bid came partly in response to this shareholder pressure. The board wanted to demonstrate it was fulfilling its fiduciary duty to maximize shareholder value by seriously evaluating Paramount's proposals.

The Regulatory Wild Card: Can Either Deal Close?

Antitrust Concerns

Both proposed deals face significant regulatory scrutiny. Deadline Hollywood noted that on February 22, Netflix came under DOJ antitrust scrutiny for potentially creating "a monopoly" with the Warner Bros. merger.

John Mark Newman, a former senior antitrust official who served at both the Justice Department and FTC, told NBC News: "Netflix–Warner Brothers is a merger that by all outward appearances does not need to happen. From an antitrust perspective, it's a deal that should raise serious, serious concerns and probably be challenged and blocked."

The concerns center on market concentration:

• Netflix already dominates streaming with 280+ million subscribers globally

• Adding Warner Bros. and HBO creates unprecedented content library concentration

• Combined entity could dictate terms to competitors and consumers

• Theatrical distribution consolidation (Netflix doesn't traditionally release theatrically)

However, Paramount's deal also faces scrutiny. Combining two major studios, two streaming services, and extensive cable networks raises concerns about horizontal integration and market power in multiple segments.

Paramount's HSR Clearance

On February 20, Paramount announced it had satisfied a Hart-Scott-Rodino waiting period, stating "there is no statutory impediment in the U.S. to closing" the acquisition. This was unusual—Paramount moved on regulatory approvals without a signed deal, demonstrating its aggressive approach.

Netflix disputed Paramount's characterization, with Chief Legal Officer David Hyman stating that expiration of an HSR waiting period "does not indicate regulatory approval" and that "further review could still occur." The exchange reflected competing public messaging as regulators examine both deals.

Netflix is still responding to DOJ's second request for information, which will be followed by a 30-day waiting period. The all-cash structure of Paramount's offer allows for a shorter review period, giving it a potential timing advantage.

The Trump Factor: Politics Meets Hollywood

The Ellison Connection

The deal is "politically sensitive" partly because Larry Ellison, Paramount's controlling shareholder, has a close relationship with President Donald Trump. This raises questions about whether political considerations could influence regulatory decisions.

Earlier in February, Trump told NBC News he had decided he "shouldn't be involved" in his administration's review of the Netflix-Warner Bros. merger or if Paramount succeeds. This statement attempted to defuse concerns about political interference, though skeptics note Trump's unpredictable approach to norms.

The Susan Rice Controversy

Days after declaring non-involvement, Trump called for Netflix to fire board member Susan Rice, former Biden administration adviser, or "pay the consequences." The Miami Times reported Trump's calls came after Rice said things were "not going to end well" for corporations that "take a knee to Trump."

This public attack on Netflix's board raised concerns about whether the administration would use regulatory approval as leverage to punish political opponents—exactly the kind of interference Trump claimed he would avoid.

Congressional Interest

In February 2026, several Hollywood labor groups—including the Directors Guild of America, Producers Guild of America, and Writers Guild of America—submitted statements to a Senate Judiciary antitrust subcommittee expressing concerns about either sale.

Senator Cory Booker expressed concerns about "cultural and market implications" of further entertainment industry consolidation. Netflix executives agreed to testify publicly, as did Bruce Campbell, WBD's chief revenue and strategy officer.

Senator Adam Schiff and Representative Laura Friedman sent letters to both Netflix and Paramount CEOs requesting "detailed commitments regarding the preservation and expansion of film and television jobs in Los Angeles." The lawmakers emphasized California's role as the center of entertainment production.

What Happens Next: Timeline to Resolution

The Four-Day Clock

If WBD's board determines Paramount's revised offer is superior, Netflix has four business days to negotiate and potentially match or exceed the terms. This match right is Netflix's last chance to keep the deal alive.

Netflix could:

• Raise its per-share price to $31 or higher

• Add its own ticking fees and termination protections

• Expand its bid to include assets it previously excluded

• Walk away, following Sarandos' stated willingness to "let someone else overpay"

March 20 Shareholder Vote

WBD shareholders are scheduled to vote on the Netflix transaction on March 20, 2026 at 8:00 AM ET. However, this vote may be delayed or rendered moot if:

• The board switches to recommending Paramount's bid

• Netflix and Paramount enter a bidding war that pushes the vote back

• Regulatory concerns cause delays

For now, the board continues recommending the Netflix deal, though that could change within days if Paramount's proposal meets the "superior" threshold.

Ongoing Negotiations

The fact that WBD and Paramount are still talking suggests this may not be Paramount's "best and final" offer. The Hollywood Reporter noted analysts expect Paramount may need to go higher—potentially to $32 or even the $34 MoffettNathanson suggested would definitively end the bidding.

WBD told Paramount in a letter that it understands "your proposal will include a WBD per share price higher than $31," suggesting the board expects further increases.

Industry Implications: Reshaping Hollywood's Future

Two Visions of Media's Future

The battle for Warner Bros. Discovery represents competing visions of entertainment's future:

Netflix Vision: Streaming is the future. Traditional media is dying. Netflix becomes an even more dominant global streaming platform with unmatched content libraries. Theatrical releases become a Netflix sideline supporting streaming. Cable networks are left to die slowly.

Paramount Vision: Consolidation creates a traditional media powerhouse that can compete with streaming giants through scale, content diversity, and integrated distribution across theatrical, streaming, cable, and broadcast. HBO remains distinct. CNN stays relevant. A combined entity has negotiating power.

Impact on Competitors

Whichever vision prevails, competitors will feel the impact:

• Disney: Faces an even larger Netflix or a consolidated Paramount-WBD rival

• Comcast/NBCUniversal: Must decide whether to pursue its own consolidation

• Independent studios: Face pressure to sell or partner

• Streaming startups: Competition becomes even more difficult

Content Creation Impact

Hollywood's creative community watches nervously. Consolidation typically means:

• Fewer buyers for content, reducing leverage for creators

• Homogenization as hits are replicated across platforms

• Job losses as duplicate functions are eliminated

• Potential for increased investment if scale creates efficiency

Both Netflix and Paramount have promised to increase content spending and protect jobs, but history suggests consolidation inevitably reduces employment in the medium term.

Conclusion: A Deal That Will Define Hollywood's Next Decade

Paramount's revised $31 per share offer has dramatically escalated the battle for Warner Bros. Discovery. By adding a massive $7 billion regulatory termination fee, ticking fees to compensate for delays, and commitments to cover Netflix's breakup fee and debt refinancing costs, David Ellison has made a serious bid that forces WBD's board into a difficult decision.

The board's acknowledgment that Paramount's bid "could reasonably be expected" to be superior marks a significant shift from its previous dismissals. While it hasn't formally declared Paramount's offer superior, the language suggests the board is taking the revised proposal very seriously—likely due to shareholder pressure and the improved financial terms.

Netflix now faces a choice: pay up to keep Warner Bros. and HBO, or walk away and let Paramount overpay. Ted Sarandos' comments suggest Netflix values discipline over winning at any cost, but the strategic importance of Warner Bros. may justify exceeding the original price.

With shareholders voting March 20, regulators circling, and politicians injecting uncertainty, the coming weeks will be decisive. The outcome will reshape Hollywood's competitive landscape, determine the future of iconic brands like HBO and CNN, and signal whether streaming dominance or traditional media consolidation represents entertainment's future.

One thing is certain: Warner Bros. Discovery is in play, and whoever emerges victorious will wield unprecedented power in Hollywood. The battle for WBD isn't just about billions of dollars—it's about controlling the future of entertainment.