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Repair common Windows errors and clear accumulated junk for a smoother, more stable PC - no reinstall needed.Free scan · no reinstallWarner Bros. Discovery’s board recommended that shareholders reject Paramount Skydance’s amended bid on January 7, 2026, saying it was not in their best interests and did not meet the “Superior Proposal” standard in WBD’s merger agreement with Netflix. WBD called Paramount’s proposed financing “in effect a leveraged buyout,” citing projected debt and leverage. That was the board’s characterization—not a neutral finding—and Paramount disputed its assessment. The rejection was not the final outcome: Paramount Skydance completed its takeover of WBD on October 6, 2026.
Why did Warner Bros. Discovery reject Paramount’s bid?
WBD’s board unanimously recommended rejection of Paramount Skydance’s amended tender offer, which Paramount had amended on December 22, 2025. The board said the offer was inferior to WBD’s existing Netflix merger agreement across key areas and did not qualify as a “Superior Proposal” under that agreement. WBD’s January 7 statement set out its reasons; they were the board’s evaluation of competing proposals, not an independent ruling on which offer was better.
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Venture Bros.: Radiant is the Blood of the Baboon Heart (Blu-ray) | $10.89 | Buy on Amazon |
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Maverick (BD) | $11.99 | Buy on Amazon |
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Maltese Falcon, The (4K Ultra HD + Blu-ray) | $17.99 | Buy on Amazon |
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WB 100th 25Film Collection Vol 1 Award Winners (Blu-ray) | $199.00 | Buy on Amazon |
Debt and financing risk, in WBD’s view
WBD said Paramount’s proposed transaction would carry $87 billion in total pro forma gross debt and estimated gross leverage of approximately 7x 2026E EBITDA before synergies. Those are WBD’s estimates for the proposed transaction, not realized results. The board argued that reliance on lenders and the debt burden made closing less certain, and raised concerns about operating restrictions during the period before closing. Its recommendation statement contains the board’s financing critique.
How the proposals differed
The disagreement was broader than the headline price. The companies presented competing views of value and the likelihood of completing a transaction, while WBD also cited financing, potential obligations if a deal failed, interim operating restrictions, regulatory and closing risk, and whether shareholders would retain an interest in a separated linear-networks business. The available company statements establish that these were part of the comparison, but do not provide enough detail to treat every point as a settled, like-for-like measurement.
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| Issue | WBD’s position on January 7, 2026 | Paramount’s position on January 8, 2026 |
|---|---|---|
| Headline offer | Board said the amended tender offer was inferior to the Netflix agreement and not a superior proposal. WBD statement | Reaffirmed a fully financed, all-cash offer of $30 per share and said it provided greater value. Paramount response |
| Debt and financing | Estimated $87 billion in total pro forma gross debt and approximately 7x 2026E EBITDA gross leverage before synergies; argued lender dependence increased risk. WBD statement | Said it had addressed WBD’s concerns, including by providing a personal guarantee from Larry Ellison for the equity financing. Paramount response |
| Certainty and completion | Board argued the financing structure and interim operating restrictions raised concerns about certainty and risk. WBD statement | Chairman and CEO David Ellison said the offer provided “a more certain, expedited path to completion.” This was Paramount’s assertion. Paramount response |
| Other comparison points | Raised potential costs or obligations if a deal failed, regulatory and closing risk, and shareholders’ interest in a separated linear-networks business. WBD statement | The cited January 8 response does not state a directly comparable figure for each of these items. Paramount response |
What did WBD mean by “leveraged buyout”?
A leveraged buyout, or LBO, is an acquisition financed substantially with borrowed money. The buyer uses debt as part of the purchase financing, leaving the acquired business with a substantial debt burden or making its cash flows central to supporting the financing. The term describes a financing structure; by itself, it does not establish that a deal is unworkable or that shareholders would receive less value.
WBD’s board used the label for Paramount’s proposed transaction: “The transaction PSKY is proposing is in effect a leveraged buyout (“LBO”).” The board tied that description to its debt and leverage estimates and to its concerns about lender dependence, closing certainty, and operating limits before closing. Paramount, by contrast, defended the offer as fully financed and said its guarantee addressed WBD’s concerns. Those are competing claims by interested parties, not an agreed conclusion about the deal’s risks. WBD’s statement and Paramount’s response give each side’s account.
What did Paramount say in response?
On January 8, 2026, Paramount reaffirmed its $30-per-share, fully financed, all-cash offer. It said it had addressed WBD’s concerns, including through a personal guarantee from Larry Ellison for the equity financing, and argued that its offer delivered greater value and a more certain route to completion. David Ellison, Paramount’s chairman and CEO, said, “Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion.” These were Paramount’s claims; they did not establish an independent valuation or guarantee that the transaction would close. Paramount’s January 8 response.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Did Paramount eventually buy Warner Bros. Discovery?
Yes. The January 7 rejection was an episode in a longer transaction process, not the final outcome. The Associated Press reported that Paramount Skydance completed its takeover of WBD on October 6, 2026, following regulatory and litigation developments, and that the combined company would be known as Skydance. On September 30, AP had reported that a federal judge approved Paramount’s settlement with 12 states and that the companies expected to close on October 6. AP’s closing report and its September 30 report describe those later developments.
Rank #3
- Maverick [Blu-ray]
- PHYSICAL_MOVIE
- warner home video
Why do reports give different deal values?
AP described the completed takeover as an $81 billion deal and separately reported that the acquisition amount including billions of dollars of debt amounted to nearly $111 billion. Those figures use different deal-value formulations and should not be treated as interchangeable measures of the same thing. AP’s October 7 report.
Quick Recap
Rank #4
- Item name: The Maltese Falcon
- Product type: PHYSICAL MOVIE
- Brand: WB
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