In a dramatic escalation of the battle for one of Hollywood’s most storied legacies, the board of directors for Warner Bros. Discovery (WBD) has formally and unanimously rejected a $108 billion hostile takeover bid from Paramount Skydance, led by CEO David Ellison.
In a blistering 1,400-word letter addressed to shareholders on Wednesday, December 17, 2025, the board did not mince words, labeling the offer as “illusory” and “inadequate.” The rejection centers on a profound lack of trust in Paramount’s financing claims, with the board accusing the company of consistently misleading investors about the true level of financial support provided by the billionaire Ellison family.
The board’s defiance marks a critical defense of its existing agreement to sell its core studio and streaming assets to Netflix for $27.75 per share. Despite Paramount’s higher nominal offer of $30 per share, WBD’s leadership argued that the Netflix merger provides a “superior, more certain value” that avoids the high-risk debt and opaque financing structures inherent in the Ellison-led proposal.
The ‘Backstop’ Controversy: Why the Bid Faltered
At the heart of the board’s rejection is the claim that Paramount and David Ellison misrepresented a “full backstop” from the Ellison family. In corporate finance, a backstop is a critical safety net—a guarantee that if secondary funding falls through, a primary investor will step in to cover the costs and ensure the deal closes. While Paramount marketed its bid as being fully secured by the wealth of Oracle co-founder Larry Ellison, WBD’s board countered that such a guarantee “does not, and never has,” existed in a binding form.
The investigation into Paramount’s filings revealed that the supposed backstop was actually tied to the Lawrence J. Ellison Revocable Trust. The board flagged this as a major red flag, noting that the trust is an “opaque” entity whose assets and liabilities are not public and, crucially, can be withdrawn by the owners at any time. WBD pointed out that the trust would only cover roughly 32% of the required equity and had capped its total liability at $2.8 billion, leaving shareholders exposed to a massive financing gap if other backers—including various Middle Eastern sovereign wealth funds—were to pull out.
The WBD board’s preference for the Netflix merger is rooted in financial stability and strategic clarity. The Netflix deal, valued at $82.7 billion, is a surgical acquisition of Warner Bros.’ film and TV studios, the HBO library, and the Max streaming service. Under this agreement, shareholders receive $23.25 in cash and $4.50 in Netflix stock. This offer is backed by Netflix’s massive $400 billion+ market capitalization and an investment-grade balance sheet, requiring no additional equity financing to complete.
In contrast, the board characterized the Paramount Skydance bid as a high-leverage gamble. If the $108 billion deal were to close, the resulting entity would be burdened with a gross leverage ratio of 6.8x debt-to-EBITDA, a level the board described as “raising substantial risks” for the company’s future.
Furthermore, while Paramount’s bid includes WBD’s struggling linear cable networks (like CNN and Discovery), the board argued that the Netflix path—which requires a prior separation of those assets into a new company called Discovery Global—is a more sound strategic move that allows shareholders to participate in the future upside of both a pure-play content giant and a specialized networks business.
The rejection also touched upon the “significant risks” associated with Paramount’s diverse roster of backers. The board highlighted the potential for regulatory gridlock, noting that Paramount’s reliance on funding from sovereign wealth funds in Saudi Arabia, Qatar, and the UAE could trigger intense scrutiny from the Committee on Foreign Investment in the U.S. (CFIUS). This concern was echoed by some members of Congress who have raised alarms about foreign entities gaining influence over a major American media conglomerate.
The political landscape has added further volatility to the deal. Although David Ellison’s father, Larry Ellison, has been a prominent supporter of the Trump administration, the President has recently voiced frustration with Paramount-owned CBS News, complicating David Ellison’s claims that his bid would face an “easier road” with regulators. Additionally, the recent exit of Jared Kushner’s Affinity Partners from the Paramount bidding group has only added to the perception of a shifting and unstable coalition behind the hostile offer.
Despite the board’s firm “no,” the final decision may still rest with the investors. Because Paramount has launched a hostile tender offer, it is appealing directly to shareholders to bypass the board’s recommendation. WBD stockholders now face a deadline of January 8, 2026, to decide whether to tender their shares to Paramount or stay the course with the Netflix merger.






