All you need to know about the increasingly complex sale of Warner Bros. Discovery

The long battle over control of Warner Bros. Discovery took another turn Monday when Paramount Skydance announced a hostile bid for the entertainment giant, following Warner’s acceptance of a competing offer from Netflix last week.

Paramount, which many once deemed the frontrunner in the original bidding war, announced a tender offer that tops the Netflix bid by $2.25 per share, appealing directly to shareholders. That adds another layer of complexity to the deal, which will see a significant consolidation of Hollywood’s power players, no matter who ends up on top.

With all the back and forth, it’s easy to have lost track of who’s proposing what. Here’s a rundown of what you need to know.

What is Paramount Skydance offering for Warner Bros. Discovery?

Monday’s bid, the sixth by Paramount Skydance for Warner Bros. Discovery (WBD), is the same one the company made in the close bidding process, it says. Paramount is offering $30 cash per share to acquire the totality of WBD, including the broadcast and cable networks, the HBO Max streaming service and the company’s extensive catalog. That works out to $18 billion more in cash than the Netflix offer.

“We believe our offer will create a stronger Hollywood,” said David Ellison, chairman and CEO of Paramount Skydance in a statement. “It is in the best interests of the creative community, consumers and the movie theater industry. 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.”

Who is funding Paramount’s bid for Warner Bros. Discovery?

While not mentioned in its press release, Paramount’s SEC filing about its tender offer noted that beyond the money that’s being supplied by the Ellison family, the deal will be partially financed by sovereign wealth funds from Saudi Arabia, Abu Dhabi and Qatar. In addition, Affinity Partners, the private equity firm led by Jared Kushner, is part of the bid.

Paramount said each of those parties “have agreed to forgo any governance rights — including board representation — associated with their non-voting equity investments.” However, having The President’s son-in-law as part of an offer in a deal where The President has already said “I’ll be involved in that decision” raises several potential conflicts of interest.

What was Netflix’s offer for Warner Bros. Discovery?

In the Netflix deal, which was announced last Friday, the streamer agreed to pay $27.75 per share for the film studio and streaming divisions of WBD, putting the deal price at $82.7 billion. Netflix’s bid was mostly cash, with some Netflix stock included. Shareholders, under those terms, would receive $23.25 in cash and about $4.50 in Netflix stock per share.

WBD, under that deal, would still spin off its TV networks, including CNN and TNT, into a separate company.

How long do Warner Bros. Discovery shareholders have to decide which offer to take?

Paramount says its offer will expire at 5:00 p.m. ET on Jan. 8, 2026. That could be extended, however,

Why did Warner Bros. Discovery choose Netflix’s offer instead of Paramount’s?

The announcement of the Netflix deal on Friday talked about complementary strengths and assets, more value for shareholders, and more opportunities for the creative community. You might expect that sort of language in a merger agreement, especially one that faces a tough regulatory fight. With Paramount’s tender offer, though, Paramount will be required to make a filing with the Securities and Exchange Commission, explaining in further detail why it chose Netflix and rejected Paramount.

Prior to the Friday announcement, Ellison, in a leaked letter, discussed what he called “a tilted and unfair process” in the bidding, suggesting WBD management viewed Netflix more favorably than it did Paramount.

Which proposed deal has a better chance of passing review by the Federal Trade Commission?

Netflix’s proposed takeover of HBO Max and the WBD catalog had been flagged by several experts as facing an uphill battle in Washington – and possibly other parts of the world.

On Friday, The President himselfsaid Netflix also owning HBO Max “could be a problem.” That doesn’t mean the deal would necessarily be stopped, though. There is plenty of time for both sides to make concessions with regulators (a close date hasn’t even been announced). There will be a lot of work, however.

Paramount, though, says it would be able to clear regulatory scrutiny quickly. (Larry Ellison, father of CEO David Ellison, is very close with The President.) “Paramount is highly confident in achieving expeditious regulatory clearance for its proposed offer, as it enhances competition and is pro-consumer, while creating a strong champion for creative talent and consumer choice,” it wrote. “In contrast, the Netflix transaction is predicated on the unrealistic assumption that its anticompetitive combination with WBD, which would entrench its monopoly with a 43% share of global Subscription Video on Demand (SVOD) subscribers, could withstand multiple protracted regulatory challenges across the world.”

Will Warner Bros. Discovery films still be released to theaters?

The impact of a Netflix-WBD deal on theatrical releases is one of the big unknowns. Netflix would honor commitments previously made by Warner Bros. Discovery, but things are murkier from there as to whether it would release films in theaters before putting them on the streaming service.

Paramount Skydance, via David Ellison on CNBC, said it would put 30 movies exclusively in theaters each year.

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