NEW YORK — Warner Bros. Discovery’s board is expected to recommend that shareholders reject Paramount Skydance’s $108.4 billion all-cash takeover proposal and instead stay the course with Netflix’s $72 billion deal for Warner’s studio-and-streaming assets, according to people familiar with the deliberations, Dec. 17, 2025.
The expected decision would keep the company aligned with a transaction structure built around separating its legacy cable networks from its faster-growing entertainment engine, while escalating a rare three-way power contest over one of Hollywood’s deepest film-and-TV libraries.
Warner Bros Discovery signals a preference for Netflix’s streamlined bid
While Paramount Skydance’s tender offer carries a higher headline figure, multiple reports indicate Warner’s board is leaning toward a path that prioritizes deal structure and closing certainty over sheer price. Under the Netflix agreement, the streaming giant would acquire Warner’s “non-cable” assets — notably the film and television studios and the streaming business anchored by HBO and HBO Max — after the company completes a separation of its cable-heavy operations.
That sequencing matters. It effectively rings-fences the slower-declining linear networks and concentrates Netflix’s purchase on the assets most prized in the streaming era: premium brands, franchises and a vast catalog that can be monetized globally across subscription tiers, advertising and licensing.
Netflix’s proposal: A $72 billion offer for Warner’s non-cable assets, described by several outlets as a mix of cash and stock that works out to $27.75 per share.
Paramount Skydance’s proposal: A $30-per-share all-cash bid for the entire company, a figure often framed as roughly $78 billion in equity value and about $108.4 billion in enterprise value when debt is included.
Warner has not publicly confirmed its internal recommendation, and a spokesperson declined to comment in reports outlining the board’s expected direction.
How the board’s thinking connects to Warner’s longer-term breakup plan
This month’s takeover fight didn’t emerge in a vacuum. Warner Bros. Discovery has been laying groundwork for a more modular corporate structure for years, as legacy pay-TV economics continue to deteriorate and streaming scale becomes the primary competitive weapon.
The company itself was only formed in 2022, when AT&T’s WarnerMedia and Discovery completed their merger and began trading under the “WBD” ticker — a deal that combined HBO, Warner Bros. studios and CNN with Discovery’s lifestyle networks and Discovery+ streaming service, as documented in earlier reporting by Reuters’ 2022 coverage of the merger’s completion.
More recently, Warner signaled that a formal split was on the table. In June 2025, the company said it would separate into two companies — one centered on Streaming & Studios (including HBO Max, Warner Bros. Television and DC Studios) and another built around global cable networks such as CNN and TNT Sports — a move described in an Associated Press report titled “Warner Bros. Discovery to split into two companies, dividing cable and streaming services.”
Netflix’s deal structure mirrors that logic: acquire the growth engine after the slower, cable-heavy unit is carved out and independently traded.
Paramount’s offer: more cash up front, but a different set of risks
Paramount Skydance is making a direct appeal to Warner shareholders with a cash-rich premium and an argument that its bid is more straightforward politically and regulatorily than a Netflix combination. Paramount’s leadership has also criticized the Netflix structure for exposing investors to the future trading value of the spun-out cable networks.
The Paramount offer is also a high-wire financing exercise. Reports describe it as backed by significant new equity commitments, alongside large debt commitments from major financial institutions — a structure that becomes more sensitive as market conditions, regulatory timelines and partner participation shift.
Kushner-linked backer steps away, underscoring volatility in the bid
One of the clearest warning signs for Paramount Skydance arrived this week: Affinity Partners, the private equity firm founded by Jared Kushner, said it would no longer participate in backing the hostile bid. The firm’s exit removes one set of capital — and, arguably, one set of political optics — from Paramount’s camp as scrutiny of media consolidation intensifies.
Paramount’s pursuit also comes after a long period of corporate uncertainty and deal speculation around Paramount itself. For example, Axios reported in April 2024 that Paramount and Skydance entered exclusive merger talks, part of a broader effort to stabilize ownership and strategy before scaling up through acquisition.
What happens next
If Warner’s board formally advises shareholders to reject Paramount’s tender offer, the company would effectively be doubling down on the Netflix transaction timeline — including the prerequisite spinoff of the cable networks operation, which multiple reports say is targeted for 2026.
That would not necessarily end Paramount’s pressure campaign. Tender offers can be extended, and bids can be revised. But a public board recommendation against the Paramount deal would raise the bar for Paramount to win by persuading shareholders that the higher cash price compensates for financing, timing and regulatory uncertainty.
Meanwhile, Netflix is working to calm industry fears that a Warner tie-up would reduce competition for talent and content buyers. A letter from Netflix leadership filed with regulators this week framed the combination as beneficial for consumers and creators, while rival bidders continue to argue the opposite.
