Paramount goes hostile in bid for Warner Bros., challenging a $72 billion offer by Netflix
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Jared Kushner's financing role in Paramount's $108 billion bid for Warner Bros Discovery injects Trump-family interests into one of the biggest media battles in years, raising concerns over whether the president's influence could tip the scales.
Paramount said its offer includes financing from Kushner's investment firm Affinity Partners, along with financing from the Saudi and Qatari sovereign wealth funds and L'imad Holding Co., owned by Abu Dhabi.
Trump told reporters on Monday that he has not spoken with Kushner about Warner Bros Discovery, adding that neither Netflix nor Paramount "are friends of mine." A day earlier, Trump said he would be involved in a decision on Netflix's proposed acquisition of Warner Bros studios and streaming assets.
Both Paramount and Netflix are likely to face intense antitrust scrutiny to ensure consumers, rivals,
and suppliers are not hurt by any tie-up, giving the government a big say in who ultimately buys Warner Bros Discovery.
The extent of Trump's involvement will be another test of how far the president - whose family business interests have grown while he has been in office this year - is prepared to go in breaking conflict-of-interest norms.
"If you were teaching a class at business school on conflicts of interest, this would be Exhibit A," said Nell Minow, chair of Portland, Maine-based ValueEdge Advisors, adding that Trump should recuse himself from any involvement in the deal clearance.
Spokespeople for the White House and for Affinity Partners did not immediately respond to requests for comment.
Jared Kushner looks on during a swearing-in ceremony of Special Envoy Steve Witkoff in the Oval Office at the White House in Washington, D.C., U.S., May 6, 2025. REUTERS/Kent Nishimura/File Photo Purchase Licensing Rights, opens new tab
While U.S. presidents are exempt from the federal conflict of interest law, "normally, what we see is presidents separating themselves from their own businesses and going out of their way not to be involved with their family's businesses to not have Americans questioning their actions," said Jordan Libowitz of Citizens for Responsibility and Ethics in Washington.
The antitrust unit of the Justice Department will review the final deal for Warner Bros Discovery to ensure it does not harm competition in the media market, while keeping consumer prices in check and ensuring that advertisers have a fair marketplace.
Kushner served as a White House adviser during Trump's first term, and has continued to be involved in Middle East policy during Trump's second administration, though he does not have an official title.
Questions about whether Kushner has benefited from his father-in-law's presidency have been raised before.
Trump this year proposed that the U.S. should clear the war-torn Gaza Strip and develop it as an international beach resort, echoing an idea floated by Kushner, who was a property developer in New York before Trump's first term.
Affinity Partners enjoyed a cash influx from Middle Eastern investors last year, as Trump was seeking reelection.
"The blurred line between running the government and the family's business interests is expanding each day," said Scott Amey, general counsel with public interest group Project On Government Oversight.
Trump should "avoid saying and doing anything related to the potential Warner Brothers deal, and steer clear of any allegation that he's trying to help his son-in-law, who is tied to Paramount," Amey said.
All of Trump's multi-billion-dollar real estate, golf, media, and other business interests are in a trust managed by his children. But he can take the assets out of the trust once he is out of office, benefiting from the wealth generation that occurs now.
Since 2000, the parent company of the Warner Bros movie studio has been through three major reorganizations. Now the company is facing its fourth reorganization.
Here are four graphics showing why the deal involving Warner Bros Discovery matters:
If Paramount succeeds in acquiring Warner Bros Discovery, the combined company would surpass market leader Disney (DIS.N), opening na ew tab in the U.S. and Canada's box office market share.
Though Disney+ remains a big competitor in the streaming space, with 15% global app monthly active user share, it lags slightly in individual user engagement metrics compared to Netflix and HBO Max, according to market intelligence firm Sensor Tower.
The potential buyout will also beef up Paramount's content slate with HBO Max's critically acclaimed shows, ranging from "Game of Thrones" and "Succession" to classic prestige titles such as "The Wire" and "The Sopranos."
Disney leads in the domestic box office market share
Alphabet's (GOOGL.O), opens a new tab. YouTube dominates other streaming platforms, with the largest share of total TV viewing time. It benefits from a combination of user-generated content, advertising revenue, and live services.
The video streaming service said in March that it had more than 125 million paying subscribers, though those figures include users who are signed up for temporary free trials.
YouTube has around 2.9 billion global mobile app monthly active users in the current quarter, exceeding the combined MAUs of major streaming services, including Netflix, Disney+, HBO Max, Paramount+, and Peacock, according to Sensor Tower.
In October, YouTube led streaming in the United States with 12.9% viewership, followed by Netflix with 8% share, according to Nielsen data.
Netflix captured 8% in October, while Warner Bros Discovery held just 1.3%
Shares of Warner Bros Discovery closed up over 4% on Monday, as the sale of the company would be one of the most consequential moments reshaping the media industry.
With a market value of over $60 billion, the company's shares have more than doubled since reports of Paramount's interest in the company surfaced early in September.
"Paramount and Netflix are both among the world's largest content spenders. There will be significant concentration in content spending if either of them purchases WBD. Paramount has more direct overlap due to theatrical releases, but the size of each bidder's content spending could spark antitrust concerns," said eMarketer analyst Ross Benes.
Warner Bros Discovery stock performance this year
Warner Bros Discovery has roughly $35 billion in debt, meaning any deal will carry a significant debt load. The company had earlier rejected bids from Paramount before the David Ellison-led company escalated to a hostile takeover bid.
In 2022, the WarnerMedia and Discovery merger resulted in a significant debt burden, which has stifled the company's long-term strategic initiatives.
Under their potential deals, Paramount is expected to assume roughly $30 billion of debt from Warner Bros Discovery, while Netflix would assume around $10 billion of debt.
A glance at the debt and cash of media giants
Reporting by Jaspreet Singh in Bengaluru; Editing by Alan Barona
Paramount Skydance's (PSKY.O), opens new tab 11th-hour, hostile $108.4 billion bid for Warner Bros Discovery (WBD.O), opens new tab was rooted in what it considered a lack of responsiveness from Warner Bros to its ardent overtures late last week, a securities filing on Monday showed.
Paramount offered a blow-by-blow account of Paramount CEO David Ellison's communication over months with his counterpart David Zaslav at Warner Bros in the lengthy filing, which led to Paramount bidding for Warner Bros in September. That bid was rebuffed, as were the next two that Paramount said offered improved terms.
Finally, Zaslav called Ellison on December 3 to relay concerns from Warner Bros' board about Paramount's bid. Later that same day, Warner Bros' legal advisers told Paramount's counsel that the board viewed the absence of a full backstop from Ellison's family as a negative, despite the involvement of deep-pocketed sovereign wealth funds. They also flagged potential scrutiny from U.S. regulators.
On December 4, following a Paramount Skydance board meeting where it agreed to improve a previous offer, Ellison texted Zaslav, according to the regulatory filing. "I heard you on all your concerns and believe we have addressed them in our new proposal. Please give me a call back," Ellison told Zaslav in the text.
By mid-morning that day, Paramount sweetened its bid. But having received no response from Zaslav to his text, Ellison tried again at around 4 p.m. EST, adding a personal appeal: "It would be the honor of a lifetime to be your partner."
Paramount's bankers and Ellison told Warner Bros and Zaslav that their new $30 per share offer - or $108.4 billion - was "not best and final," signaling they could go higher.
But Ellison's phone never rang. By 11 p.m. that night, media reports swirled that Warner Bros had entered exclusive talks with Netflix (NFLX.O), opens new tab to sell its TV and film studios as well as the streaming business that houses HBO Max. By Friday, Netflix and Warner Bros announced a deal.
On Monday, Paramount took its offer directly to Warner Bros shareholders, heating up a bidding war whose outcome will reshape the media industry.
Asked to comment on the Paramount securities filing, Warner Bros Discovery said: "The board and the company have for months run a completely fair and transparent process with each of the bidders, and the bids speak for themselves.”
At stake in the race are some of Hollywood's crown jewels, including the Warner Bros studio, DC Comics, and HBO. A deal will help Netflix extend its lead in the streaming wars, while Paramount would gain the scale in streaming to compete better with the streaming giant as well as cable assets such as CNN.
PERSUASION
Bypassing a Warner Bros board that it says has "never engaged meaningfully," Paramount is betting it can persuade investors that its all-cash offer tops Netflix's $82.7 billion enterprise bid.
Paramount's Ellison is the son of the world's second-richest man, Oracle (ORCL.N), opens new tab co-founder Larry Ellison, who is also an ally of President Donald Trump. David Ellison has touted a quicker path to regulatory approval to investors. His Skydance Media bought Paramount Global in August, overcoming regulatory hurdles.
For its bid for Warner Bros, Paramount dropped Chinese tech firm Tencent (0700.HK), opens new tab from the investor group and secured a waiver on all governance rights from the remaining outside investors, a structure it said puts the deal outside the jurisdiction of the Committee on Foreign Investment in the United States.
Its offer is backstopped by the Ellison family and includes financing from Affinity Partners, an investment firm run by Jared Kushner, Trump's son-in-law, and several Middle Eastern government-run investment funds.
Warner Bros said it would review Paramount's offer, but was not yet modifying its recommendation with respect to Netflix. Netflix co-CEO Ted Sarandos said Paramount's hostile bid for Warner Bros was "entirely expected," but added that he was confident of closing the deal.
ACCUSATIONS OF BIASED PROCESS
The alleged breakdown in communications between Paramount and Warner Bros Discovery marked a sharp reversal from earlier, according to Paramount's filing. The Ellisons had dined with Zaslav on November 24, discussing the benefits of a deal and potential co-CEO and co-chairman roles for Zaslav in the combined company.
But the warmth was short-lived. Paramount alleged delays by Warner Bros in signing a "clean team" agreement needed to review sensitive data, prompting its legal counsel to warn WBD's advisers that Paramount "would be disadvantaged" without access.
Paramount also cited in its filing a CNBC interview of Warner Bros Chairman Emeritus John Malone last month, where he "lamented how Paramount 'interrupted' the Warner Bros separation and discussed the merits of Netflix as a bidder."
Paramount's tender offer will be open for 20 business days and can be extended. Warner Bros has 10 days to respond.
"We're here to fight for value for our shareholders and for WBD shareholders," David Ellison said on Monday.
Paramount on Monday launched a hostile takeover bid forWarner Bros. Discovery, initiating a potentially bruising battlewith Netflixfor the company behind HBO, CNN, and DC Studios, and the right to reshape much of the nation’s entertainment landscape.
Emerging just days after Netflix reached a $72 billion deal to acquire Warner Bros., the takeover attempt means Paramount will go straight to Warner shareholders with a bid worth about $74.4 billion, or $30 per share in cash.
Unlike Netflix, Paramount is also offering to buy the cable television assets of Warner Bros. Paramount executives said their offer is worth about $18 billion more than the competing bid from Netflix, which they said is based on an “illusory prospective valuation” of those cable assets.
It is the same bid that Warner Bros. had earlier rejected in favor of the offer from Netflix.
Paramount criticized the Netflix offer, saying it exposes shareholders “to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.”
Paramount said it had submitted six proposals to Warner Bros. over 12 weeks.
“We believe our offer will create a stronger Hollywood. It is in the best interests of the creative community, consumers, and the movie theater industry,” Paramount Chairman and CEO David Ellison said in a statement. “We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction.”
On Friday, Netflix struck a deal to buy Warner Bros. Discovery, the Hollywood giant behind “Harry Potter” and HBO Max. The cash and stock deal is valued at $27.75 per Warner share, giving it a total enterprise value of $82.7 billion, including debt.
The transaction is expected to close in the next 12 to 18 months, after Warner completes the previously announced separation of its cable operations. Not included in the deal are networks such as CNN and Discovery.
The Republican president said he will be involved in the decision about whether the federal government should approve the deal.
Usha Haley, a Wichita State University professor who specializes in international business strategy, said Paramount’s ties to Trump are notable. Ellison is the son of longtime Trump supporter Larry Ellison, the world’s second-richest person.
“He said he’s going to be involved in the decision. We should take him at face value,” Haley said of Trump. “For him, it’s just greater control over the media.”
In October, Paramount said it bought the news and commentary website The Free Press and installed its founder, Bari Weiss, as the editor-in-chief of CBS News, saying it believes the country longs for news that is balanced and fact-based.
It was a bold step for the television network of Walter Cronkite, Dan Rather, and “60 Minutes,” long viewed by many conservatives as the personification of a liberal media establishment. The network placed someone in a leadership role who has a reputation for resisting orthodoxy and fighting “woke” culture.
Paramount’s tender offer is set to expire on Jan. 8, 2026, unless it’s extended.
Shares of Warner Bros. and Paramount jumped between 5% and 6% at the opening bell on Monday. Shares of Netflix edged lower.
