Paramount launches hostile $77.9B all-cash bid to acquire Warner Brothers Discovery
Dec 9, 2025
Key Points
- Paramount CEO David Ellison launches a hostile $77.9 billion all-cash bid for Warner Bros. Discovery, his sixth offer in under three months, bypassing the board to appeal directly to shareholders.
- Ellison has secured $37.8 billion in equity commitments from the Ellison family, Middle Eastern sovereign wealth funds, Tencent, and others, with Larry Ellison backstopping any funding shortfalls.
- Warner Bros.' board can justify rejecting a higher nominal offer for Paramount's lower bid based on deal certainty: all-cash eliminates stock dilution risk, and Paramount faces fewer regulatory obstacles than competing bidders.
Summary
Paramount has launched a hostile all-cash bid of $77.9 billion to acquire Warner Bros. Discovery. This is the sixth offer from CEO David Ellison in less than three months. He began at $19 per share with 60% cash in mid-September, then incrementally raised both price and cash commitment through November and December, reaching $30.30 per share in fully liquid form by December 4.
Paramount is bypassing Warner Bros.' board to appeal directly to shareholders. The board's preference for Netflix's offer reflects two core risk calculations that extend beyond headline price.
Financing and deal certainty
Ellison has assembled capital across multiple sources: $11.8 billion from the Ellison family, $24 billion from Saudi, Qatari, and Abu Dhabi sovereign wealth funds, $1 billion from Tencent, plus commitments from Redbird Capital and Jared Kushner's Affinity Partners. Larry Ellison, worth approximately $275 billion in assets, is reportedly backstopping the deal by committing to cover any shortfall if a co-investor backs out at closing. The all-cash structure eliminates the risk that Paramount stock trades downward during the deal period, eroding promised value. A mixed-equity offer exposes shareholders to dilution risk, even if the headline number appears higher.
Regulatory approval
Warner Bros.' board can legally argue that a higher offer with lower probability of regulatory clearance produces lower expected value than a lower offer with near-certain approval. Paramount faces fewer antitrust obstacles than potential competitors. A ByteDance bid would trigger CFIUS review. A Disney combination would face FTC blockage. That regulatory advantage, while unstated in formal filings, is a material input to the board's decision.
David Zaslav, Warner Bros.' CEO, orchestrated this dynamic over twelve months by creating competitive tension between bidders and extracting escalating offers. Ellison's December 4 text to Zaslav emphasized respect and the prospect of partnership, framing the transaction as relationship-driven rather than hostile in the personal sense, even as the bid structure bypasses the board.
The deal's backing includes a notably large Middle Eastern equity component. Saudi, Qatari, and Abu Dhabi investors have become primary sources of large-scale acquisition capital, similar to their roles in recent gaming deals. EA Games was reportedly 93% Saudi-funded.
Public filings show incomplete financing details. Disclosed equity commitments total approximately $37.8 billion, leaving a significant gap to the stated $77.9 billion bid. Additional sources have not been fully disclosed or reporting is still in flux.