Paramount Skydance’s $108 billion hostile bid ignites a fight for Warner Bros. Discovery

Overview

Updated Jul 25

Paramount Skydance won the WBD bidding war in February 2026 and cleared the DOJ and European Commission by July. The deal is now paused: a federal judge in Oakland issued a temporary restraining order on July 20 after a 12-state coalition led by California sued to block it.

Every day past September 30, 2026 costs Paramount about $7 million in ticking fees owed to WBD shareholders. That bill could reach $1.9 billion if the deal slips to June 2027. The Writers Guild also filed for its own injunction in July, and the UK government signaled it may mount a separate public interest review before the CMA's August 7 deadline.

Why it matters

If the deal closes, CBS News, CNN, and HBO will share a corporate parent under a Trump ally—more TV news under one owner than any deal in recent memory.

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Key Indicators

$111B

Final Paramount-WBD deal value

All-cash acquisition at $31 per WBD share, including assumed debt. Shareholders approved it in April 2026; DOJ cleared it in June; EU approved it July 22, 2026.

$31

Per-share price WBD shareholders receive

Up from Paramount's initial $30 hostile bid in December 2025. Netflix's competing offer was $27.75 per share.

$2.8B

Netflix breakup fee collected

Netflix walked away in February 2026 rather than match Paramount's $31 bid, receiving this termination fee. Netflix stock rose about 10% on the news.

$40.4B

Larry Ellison personal guarantee

Oracle founder's irrevocable personal financing commitment backing Paramount's bid, announced December 2025. Remains in force until closing.

12 States

States suing to block the deal

California leads a 12-state coalition that filed antitrust suit in July 2026. A federal judge issued a temporary restraining order on July 20 pausing the merger through at least August 17.

Approved

EU cleared the deal

European Commission approved the Paramount-WBD merger on July 22, 2026. As a condition, Paramount must cancel its European film distribution partnership with Universal within 13 months.

$7M/day

Daily ticking fee after Sep 30

Each day past September 30, 2026 costs Paramount roughly $7 million in fees owed to WBD shareholders. The total could reach $1.7–1.9 billion if the deal closes as late as June 2027.

Jun 2027

Latest possible closing date

Paramount agreed in court on July 24 not to close until five days after a judge's ruling or June 1, 2027—whichever comes first. The original target was September 30, 2026.

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People Involved

David Ellison

Chairman and CEO, Paramount Skydance

Paramount agreed July 24 to halt closing until five days after a court ruling or June 1, 2027; deal faces roughly $7M/day in ticking fees after September 30, 2026 and legal challenges from 12 states and the WGA

David Zaslav

CEO, Warner Bros. Discovery

Exiting WBD at closing; no operational role in merged company; shareholders voted 83% against his $700M+ exit package in a non-binding advisory vote

Greg Peters

Co-CEO, Netflix

Netflix withdrew from WBD bidding in February 2026, collecting a $2.8B breakup fee; Netflix stock rose about 10% on the news

Donald Trump

President of the United States

Administration's DOJ cleared the Paramount-WBD deal in June 2026 without conditions—reversing the skepticism he personally directed at the earlier Netflix-WBD deal

Roger Marshall

U.S. Senator (R-Kansas)

Leading congressional opposition to Netflix–WBD merger

Usha Haley

Professor of International Business, Wichita State University

Providing expert commentary on political influence over merger review

Larry Ellison

Co-founder and CTO, Oracle Corporation; father of David Ellison

Backing Paramount's hostile bid with $40.4B irrevocable personal guarantee

Josh Hawley

U.S. Senator (R-Missouri)

Expressing alarm over Netflix–WBD merger's antitrust implications

Mike Lee

U.S. Senator (R-Utah)

Expressing alarm over Netflix–WBD merger's antitrust implications

Rob Bonta

Attorney General, State of California

Filed antitrust lawsuit on behalf of a 12-state coalition on July 13, 2026; federal judge issued a TRO on July 20 pausing the deal based in part on the coalition's arguments

Lisa Nandy

UK Secretary of State for Culture, Media and Sport

Signaled in June 2026 she may issue a public interest intervention notice; formal decision delayed by Parliament's summer recess

Araceli Martínez-Olguín

U.S. District Judge, Northern District of California

Issued TRO July 20 halting Paramount-WBD merger; extended through August 17; preliminary injunction hearing set for August 3, 2026

Organizations Involved

Warner Bros. Discovery, Inc.

Corporation

Deal paused by federal TRO through at least August 17; preliminary injunction hearing August 3; stands to receive ~$7M/day from Paramount in ticking fees for each day past September 30

Warner Bros. Discovery is a major U.S. media and entertainment conglomerate, home to Warner Bros. film and TV studios, HBO, HBO Max, Discovery networks and cable channels like CNN and TNT.

Paramount Skydance

Corporation

EU approved deal July 22 with one concession; deal paused by federal TRO through at least August 17; agreed to delay closing until court ruling or June 1, 2027; facing ~$7M/day ticking fees after September 30

Paramount Skydance is a U.S. media conglomerate combining Paramount’s legacy studio and TV networks with Skydance’s production operations and a growing news portfolio, including CBS News.

Netflix, Inc.

Public streaming company

Withdrew from WBD bidding February 2026; collected $2.8B breakup fee; stock rose about 10% on news of withdrawal

Netflix is the world’s largest subscription streaming service, increasingly moving into live events and large‑scale content acquisitions to maintain its dominance.

U.S. Department of Justice & Federal Trade Commission

Government Body

DOJ cleared deal June 12, 2026 without conditions; state AGs and WGA mounting independent legal challenges in federal court

The DOJ’s Antitrust Division and the FTC share responsibility for reviewing major mergers and acquisitions in the United States, including large media and technology deals.

Oracle

Technology Company

Indirectly involved via founder Larry Ellison's $40.4B personal guarantee backing Paramount's bid

Oracle is one of the world's largest enterprise software and cloud infrastructure companies, co-founded by Larry Ellison.

State Attorney General Coalition

Multi-State Litigation Coalition

Grew to 12 states; filed antitrust lawsuit July 13, 2026; federal judge issued TRO July 20 halting the merger through at least August 17; preliminary injunction hearing set for August 3

A nine-state coalition of attorneys general, led by California, preparing antitrust suits to block the Paramount-WBD merger even after federal DOJ approval.

UK Competition and Markets Authority

Regulatory Agency

Phase 1 review underway; August 7, 2026 deadline to decide whether to escalate to Phase 2

The CMA is the UK's primary competition regulator, responsible for reviewing mergers that may affect competition in British markets.

Timeline

November 2017 July 2026

24 events Latest: July 22nd, 2026 · 1 month ago Showing 8 of 24

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July 2026
EU approves Paramount-WBD deal; judge extends TRO through August 17
Latest Regulatory Decision

The European Commission cleared the merger after Paramount agreed to cancel its European film distribution partnership with Universal within 13 months. The same day, Judge Martínez-Olguín extended the federal TRO through August 17, keeping the deal on hold ahead of an August 3 preliminary injunction hearing.
July 22nd, 2026
WGA files for preliminary injunction to halt Paramount-WBD merger
Legal Action

The Writers Guild of America filed its own motion for a preliminary injunction, arguing the merger is "presumptively illegal" because it would concentrate too much buying power over screenwriting for major studio films.
July 22nd, 2026
Federal judge issues TRO halting Paramount-WBD merger
Court Ruling

U.S. District Judge Araceli Martínez-Olguín in Oakland issued a 14-day temporary restraining order, finding the states presented compelling evidence the merged company would hold substantial market share in wide-release theatrical distribution.
July 20th, 2026
12-state coalition files antitrust lawsuit to block Paramount-WBD merger
Legal Action

California AG Rob Bonta, leading 12 states including New York and Washington, filed suit in Oakland federal court. The coalition argued the merger would give the combined company roughly one-third of wide-release theatrical film distribution and basic cable channels.
July 13th, 2026
June 2026
UK Culture Secretary signals she may formally intervene in Paramount-WBD deal
Regulatory Action

Lisa Nandy, UK Secretary of State for Culture, Media and Sport, said she was "minded to" issue a public interest intervention notice—a step that would open a separate government review beyond the CMA's competition assessment.
June 30th, 2026
UK CMA opens Phase 1 investigation into Paramount-WBD deal
Regulatory Action

The UK Competition and Markets Authority launched a Phase 1 review, with a statutory deadline of August 7, 2026 to decide whether to escalate to a deeper Phase 2 investigation.
June 10th, 2026
Nine-state AG coalition announces plans to sue to block Paramount-WBD merger
Regulatory Action

California Attorney General Rob Bonta leads a coalition of nine states—including New York, Colorado, Connecticut, Massachusetts, Nevada, Oregon, Pennsylvania, and Tennessee—announcing they are preparing antitrust lawsuits to block the deal. California is in talks with outside antitrust counsel to strengthen the case.
June 5th, 2026
March 2026
HBO Max and Paramount+ announced to merge into single streaming platform
Corporate Strategy

Paramount and WBD announce plans to combine HBO Max and Paramount+ into a single streaming service after the merger closes, creating a platform with roughly 200 million combined subscribers.
March 2nd, 2026
February 2026
Paramount sweetens offer with ticking fee and Netflix breakup coverage
Hostile Bid

Paramount amends its tender offer again, adding a $0.25-per-share quarterly ticking fee payable after December 31, 2026 if the deal hasn't closed, and commits to covering Netflix's $2.8 billion breakup fee directly. The tender deadline extends to March 2, 2026.
February 13th, 2026
January 2026
Paramount extends hostile tender deadline to February 20
Hostile Bid

Paramount pushes its tender deadline from January 21 to February 20, 2026. About 168.5 million WBD shares had been tendered to Paramount by the original deadline, though the WBD board continued recommending the Netflix deal.
January 22nd, 2026
December 2025
WBD board unanimously rejects Paramount's hostile bid, endorses Netflix deal
Corporate Governance

Warner Bros. Discovery's Board of Directors unanimously recommends that shareholders reject Paramount Skydance's $30-per-share tender offer and instead approve the Netflix merger, calling Netflix's offer "superior" with more certain financing and less regulatory risk. Board chairman tells CNBC "it was not a hard choice."
December 17th, 2025
Paramount amends hostile offer with Larry Ellison's $40.4B personal guarantee
Hostile Bid

Paramount Skydance amends its all-cash tender offer to include Oracle founder Larry Ellison's irrevocable personal guarantee of $40.4 billion toward the $108.4B bid, matches Netflix's $5.8B break-up fee, and extends the tender deadline to January 21, 2026, addressing WBD board concerns about financing certainty.
December 12th, 2025
Paramount Skydance launches $30-per-share hostile tender offer for WBD
Hostile Bid

Paramount Skydance publicly announces an unsolicited all‑cash tender offer at $30 per share for all of WBD, valuing the company at $108.4B and exceeding Netflix’s $72B equity deal. The bid is backed by financing from Jared Kushner’s Affinity Partners and Middle Eastern sovereign wealth funds and is initially set to expire January 8, 2026.
December 8th, 2025
Comcast confirms it lost WBD bidding war to Netflix and exits race
Corporate Strategy

Comcast executives tell investors the company lost the WBD bidding war because its equity‑heavy offer lacked sufficient cash and that Comcast will not pursue further bids, leaving Netflix and Paramount Skydance as the two main contenders. Analysts warn Comcast’s Peacock may fall behind without a major content deal.
December 8th, 2025
President Trump signals concern over Netflix–WBD combination
Public Statement

President Donald Trump tells reporters that a Netflix–WBD deal “could be a problem” because of the combined entity’s market share, signaling he expects to be personally involved in the review process.
December 7th, 2025
Trump warns Netflix–WBD deal "could be a problem," markets react sharply
Political Intervention

President Trump publicly states the Netflix–WBD combination "could be a problem" due to market concentration and promises he will "be involved" in the regulatory review. Prediction market odds of the deal closing by end of 2026 drop from ~60% to 23%. Republican senators Josh Hawley and Mike Lee issue joint statement calling for antitrust enforcers to scrutinize the merger.
December 7th, 2025
Netflix and WBD announce $72B studios and streaming deal
Merger Agreement

Netflix and WBD announce a definitive $72B cash‑and‑stock agreement for Netflix to acquire Warner’s film and TV studios and HBO Max. The enterprise value is $82.7B including debt. WBD’s cable networks, including CNN, are excluded; the transaction depends on WBD separating its businesses into two public companies and clearing regulatory review.
December 5th, 2025 • 07:43 AM EST
Paramount accuses WBD of abdication of shareholder duties
Legal Threat

Paramount Skydance’s attorneys send a letter to WBD leadership, leaked to the press, claiming WBD has “abandoned” a fair transaction process and is failing its stockholders by favoring Netflix.
December 5th, 2025
Reports say WBD leans toward Netflix; Paramount alleges unfair process
Media Report

By December 4, media reports indicate WBD is favoring Netflix’s offer. Paramount Skydance questions whether WBD is acting in shareholders’ best interests and complains that the process has abandoned the appearance of fairness.
December 4th, 2025
November 2025
Bidding war emerges; Senator Marshall warns regulators
Political Statement

In November, WBD acknowledges multiple competing offers from Netflix, Paramount Skydance and Comcast. Around the same time, Sen. Roger Marshall sends a letter to DOJ and FTC warning that a Netflix–WBD merger would create one of the largest content consolidations in modern media history.
November 1st, 2025
October 2025
WBD signals it is open to selling itself
Corporate Strategy

Facing heavy debt and streaming headwinds, Warner Bros. Discovery announces it is open to strategic alternatives, including a sale of major assets or the entire company, prompting interest from Netflix, Paramount Skydance, Comcast and other suitors.
October 1st, 2025
September 2025
Paramount Skydance makes initial bids for WBD
Corporate Action

Paramount Skydance quietly launches three back‑to‑back offers to acquire Warner Bros. Discovery in September 2025, all of which are rejected by WBD’s board.
September 1st, 2025
February 2019
AT&T–Time Warner merger upheld on appeal
Court Ruling

The D.C. Circuit Court of Appeals upholds a lower‑court ruling allowing AT&T’s acquisition of Time Warner to proceed without conditions, dealing a blow to Trump‑era antitrust efforts against media consolidation and establishing an important precedent for vertical mergers.
February 26th, 2019
November 2017
DOJ sues to block AT&T–Time Warner merger
Regulatory Action

The U.S. Department of Justice under President Trump files a civil antitrust lawsuit seeking to block AT&T’s $85B acquisition of Time Warner, arguing the vertical merger would harm competition and raise consumer prices.
November 20th, 2017

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Historical Context

3 moments from history that rhyme with this story — and how they unfolded.

2016–2019

AT&T’s Acquisition of Time Warner

AT&T agreed in 2016 to buy Time Warner for roughly $85B, combining a major distributor (DirecTV and wireless) with a large content portfolio (HBO, CNN, Warner Bros.). In 2017, the Trump administration’s DOJ sued to block the deal, calling it illegal and harmful to consumers, but lost at trial in 2018, and an appeals court in 2019 upheld the merger’s approval.

Then

AT&T closed the Time Warner deal and integrated the assets into what became WarnerMedia, while DOJ’s loss signaled courts’ continued acceptance of vertical media mergers.

Now

The combined company struggled with debt and strategy, leading AT&T to spin off WarnerMedia into the 2022 merger with Discovery that created WBD. The case remains a key precedent shaping today’s Netflix–WBD and Paramount–WBD reviews.

Why this matters now

Shows how courts might again view arguments that a distributor–content combination like Netflix–WBD harms competition, and illustrates how politically charged antitrust fights over media can ultimately result in large, long‑lasting conglomerates despite initial opposition.

2016–2018

Comcast’s $39B Takeover of Sky

After a prolonged contest involving Fox and Disney, Comcast won control of European pay‑TV giant Sky via a rare three‑round auction run by the U.K. Takeover Panel, offering £17.28 per share versus Fox’s £15.67, for a total of about $39B.

Then

Sky shareholders accepted Comcast’s higher bid, and the auction structure provided a transparent, rules‑based way to resolve a heated bidding war.

Now

Comcast used Sky to expand internationally, but the deal also added debt and complexity. The auction became a template for how regulators and market authorities could manage contested media takeovers.

Why this matters now

Highlights that formal auction or tender processes can decisively settle media bidding wars, a model that could become relevant if WBD’s fight between Netflix and Paramount escalates and regulators or exchanges push for a structured, time‑bound contest.

2017–2019

Disney–Comcast Bidding War for 21st Century Fox

Walt Disney and Comcast engaged in a high‑stakes bidding war for most of 21st Century Fox’s assets. Comcast made a $65B all‑cash bid, topping Disney’s initial offer, before Disney raised its price to $71.3B in cash and stock. Fox’s board deemed Disney’s offer superior, and Comcast ultimately bowed out, redirecting its focus to another contested asset, Sky.

Then

Disney won Fox’s entertainment assets, while Comcast dropped its pursuit and later outbid Fox/Disney for Sky in a separate auction. Shareholders benefited from the bidding war’s price escalations.

Now

Disney’s acquisition bolstered its IP vault and streaming ambitions (Disney+), intensifying the streaming wars with Netflix. Comcast remained a major but relatively smaller content player, foreshadowing today’s concerns that companies without giant IP troves may struggle to compete.

Why this matters now

Provides a clear parallel for how competitive bidding can rapidly raise valuations for media assets and how a board may still choose a lower‑cash, mixed consideration offer (Disney’s) over a rival’s all‑cash bid (Comcast’s) based on perceived strategic fit and regulatory risk—similar choices now facing WBD directors evaluating Netflix versus Paramount Skydance.