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Paramount’s Warner Bros. Discovery Deal: What Happened to the Hostile Bid

Paramount’s $108.4 billion headline was enterprise value, not shareholder cash. The revised $31-per-share deal replaced the hostile bid, and an October 6, 2026 closing was still expected as of October 4.
From TheFinanceBase Team4 min to read
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Paramount’s hostile $30-per-share bid for Warner Bros. Discovery (WBD) is no longer the live offer: after revising its proposal to $31 per share, Paramount signed a definitive merger agreement with WBD. As of October 4, 2026, the companies expected to close on October 6, subject to customary closing conditions. The original $108.4 billion figure was Paramount’s estimate of enterprise value, including debt—not the amount WBD shareholders would receive in cash.

How the hostile bid became a signed merger agreement

Paramount began its pursuit with an all-cash tender offer made directly to WBD shareholders despite opposition from WBD’s board. That is what made the December 2025 offer hostile. The contest later changed: Paramount raised its proposal, WBD’s board said the revised terms qualified as a Company Superior Proposal under its agreement with Netflix, and Netflix declined to match. Paramount and WBD then signed a definitive merger agreement on February 27, 2026. The later agreement is not accurately described as a continuing hostile offer.

Date Development What it means
December 8, 2025 Paramount announced a $30-per-share all-cash tender offer for all of WBD, which it described as $108.4 billion in enterprise value. The original hostile offer; the enterprise-value figure included debt.
February 26, 2026 WBD’s board said Paramount’s revised $31-per-share proposal could qualify as a Company Superior Proposal under the Netflix merger agreement. Netflix said it would not raise its offer. The contest shifted to Paramount’s revised proposal, and Netflix exited by declining to match.
February 27, 2026 Paramount and WBD announced a definitive merger agreement. This became the operative transaction.
September 30, 2026 A federal court entered a consent decree resolving the states’ lawsuit and modified a no-close order to permit the merger to close. A specified legal barrier to closing was removed; the order did not establish that closing had occurred.
October 4, 2026 The companies said they expected to close October 6, subject to customary closing conditions. The announced closing date was still in the future.

What the $108.4 billion figure does—and does not—mean

Paramount’s original offer was $30 in cash for each WBD share. The $108.4 billion figure Paramount attached to that proposal was enterprise value, a measure that includes debt; it was not the cash equity consideration shareholders would collectively receive. The per-share offer is the relevant stated cash amount for an individual share. These are company-announced transaction figures, not an independent estimate of WBD’s value.

The revised transaction terms were different: $31 per share, with an additional daily calculated amount for calendar days after September 30 through closing. In their announcement, Paramount and WBD said that if closing occurred on October 6, the amount would be $31.01666668 per share. That was their conditional calculation, not confirmation of a completed transaction or payment.

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What changed in Paramount’s revised proposal

WBD’s February 26 announcement described several protections and payments attached to Paramount’s revised proposal:

  • Higher stated cash price: $31 per WBD share, rather than the original $30.
  • Ticking fee: $0.25 per share per quarter after September 30, 2026. The later joint announcement expressed the amount as $0.00277778 multiplied by each calendar day after September 30 through closing.
  • Regulatory termination fee: $7 billion under the revised proposal.
  • Netflix termination fee: Paramount would pay the $2.8 billion termination fee WBD would owe Netflix to leave its agreement.
  • Other protections: WBD said the proposal included additional protections, without specifying them in the summary of terms addressed here.

The ticking fee is a contractual increment for elapsed time, not a new base offer price. The quarterly and daily descriptions are consistent: the daily amount is the per-day calculation used to add the fee through the closing date.

Why Netflix dropped out—and what its explanation establishes

Netflix said on February 26 that it would not raise its offer because the price needed to match Paramount’s revised proposal was no longer financially attractive. That is Netflix’s stated reason for not continuing the bidding contest; it is not an independent determination that Paramount’s deal was worth more or that Netflix’s earlier proposal was undervalued.

The two proposals also did not cover the same assets in the same way. Paramount’s original tender offer sought all of WBD. The earlier Netflix transaction concerned WBD’s studio and streaming assets, while the linear networks were treated separately. The available terms do not establish a directly comparable total cash value for the two proposals, so comparing only headline numbers would obscure both differences in scope and in deal structure.

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What the court order and closing announcement mean

On September 30, a federal court entered a consent decree resolving the plaintiff states’ lawsuit and modified a no-close order to allow the merger to proceed. That removed a particular legal restriction; it did not itself consummate the transaction. As of October 4, Paramount and WBD described October 6 as their expected closing date, contingent on customary closing conditions. The merger should therefore be described as pending, not completed, at that date.

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How Paramount described its rationale

When Paramount and WBD announced their definitive agreement, Paramount chairman and CEO David Ellison said: “From the very beginning, our pursuit of Warner Bros. Discovery has been about creating a stronger, more compelling destination for audiences, talent, and partners.” That is Ellison’s stated strategic rationale in a company announcement, not evidence that the merger has already produced those results.

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