Overview
- WBD’s board says switching from its signed Netflix deal would saddle shareholders with about $4.7 billion in direct costs, including a $2.8 billion breakup fee, a $1.5 billion debt-exchange penalty and roughly $350 million in added interest.
- Directors argue Paramount’s proposal relies on an extraordinary debt load that could amount to the largest leveraged buyout on record, citing financing needs roughly seven times Paramount Skydance’s market value with commitments from Bank of America, Citi and Apollo.
- Netflix’s agreement values WBD at $27.75 per share in cash and Netflix stock and includes participation in the planned Discovery Global spinoff, with Netflix guiding to a closing timeline of roughly 12 to 18 months if approved.
- WBD states it sees no material difference in regulatory risk between a deal with Netflix or Paramount, while Paramount insists its $30-per-share all-cash offer is superior and more certain.
- Paramount’s bid seeks the entire company, unlike Netflix’s purchase of studios and streaming assets, and its shareholder solicitation window runs through January 21, 2026, with the option to extend.