The Warner Bros bidding war: How Paramount outmaneuvered Netflix in a US$110B media battle
A month-by-month breakdown of how Paramount Skydance outbid Netflix and secured Warner Bros Discovery in a US$110 billion deal.
From a strategic review in June 2025 to a US$110 billion agreement in February 2026, the fight for Warner Bros Discovery became one of the most aggressive media bidding wars in recent years.
This article traces the full timeline of how Netflix and Paramount Skydance competed for control of WBD, how the offers evolved, and how the balance ultimately tipped in Paramount’s favor.
Short on time?
Here is a table of content for quick access:
- The full timeline of the WBD acquisition
- Final outcome
- What happens next
- What this signals about the streaming era
Falencia Naoenz
The full timeline of the WBD acquisition
June 9, 2025 - The restructuring that started it all
Warner Bros Discovery announces it will separate into two companies:
- One focused on streaming and studios
- One housing cable TV assets
This signals a major strategic shift and opens the door to broader structural changes, including potential takeover interest.
October 21, 2025 - Sale consideration and early rejection
The board rejects a Paramount Skydance offer of nearly US$60 billion, or US$24 per share. The company confirms it is weighing a potential sale amid interest from multiple suitors.
November 18, 2025 - Bids intensify
Reports indicate WBD’s board wants Paramount Skydance to raise its bid to US$30 per share, valuing the company at US$74.34 billion.
November 21, 2025 - Netflix secures a deal
WBD receives preliminary, improved bids from:
- Paramount Skydance
- Comcast
- Netflix
Bidders are asked to improve their offers.
December 1, 2025
WBD receives a second round of bids, including a mostly cash offer from Netflix.
December 4, 2025
- WBD signs a definitive agreement with Netflix.
- Paramount Skydance accuses WBD of running an unfair sale process favoring Netflix
December 5, 2025
- Netflix enters exclusive talks to acquire WBD’s film and television studios and streaming assets after offering US$28 per share.
- Netflix agrees to acquire WBD’s film and TV studios and streaming division for US$72 billion, or US$27.75 per share.
- Netflix officially announces the acquisition.
The transaction is widely reported as an US$82.7 billion deal for WBD’s studio and streaming units.
December 9, 2025 - Paramount goes hostile
Paramount Skydance launches a hostile, all-cash bid:
- US$30 per share
- US$108.4 billion valuation
Paramount describes its offer as superior and more certain than Netflix’s deal, claiming it delivers US$18 billion more to WBD shareholders.
The company pledges to:
- Invest in creative output
- Maintain theatrical releases
- Strengthen streaming and sports rights
- Build a stronger direct-to-consumer platform
December 17, 2025
WBD’s board rejects the US$108.4 billion hostile bid, citing inadequate financing assurances.
December 23, 2025
Paramount amends its offer, adding a US$40.4 billion personal guarantee from Larry Ellison.
January 7, 2026 - Legal pressure and revised terms
WBD rejects Paramount’s amended hostile bid despite Larry Ellison’s guarantee.
January 12, 2026
Paramount files a lawsuit seeking:
- Disclosure of details related to the Netflix agreement
- The right to nominate directors to WBD’s board
January 20, 2026
Netflix and WBD amend their agreement to an all-cash transaction without increasing the US$82.7 billion purchase price. Per-share price remains US$27.75. The WBD board unanimously approves the amendment.
January 22, 2026
Paramount extends its hostile tender offer to February 20, 2026.
February 3, 2026 - Regulatory scrutiny and financial escalation
U.S. senators question Netflix co-CEO Ted Sarandos at a hearing regarding competitive implications of acquiring WBD.
February 5, 2026
U.S. President Donald Trump says he will stay out of the bidding war, reversing earlier comments.
February 10, 2026
Paramount revises its US$30-per-share all-cash offer, adding:
- A 25-cent-per-share fee for every quarter the transaction does not close beyond December 31, 2026
- A commitment to fund the US$2.8 billion termination fee WBD would owe Netflix if the deal falls through
February 17, 2026
WBD rejects the revised bid but gives Paramount seven days to improve it.
WBD sets a special shareholder meeting for March 20, 2026, and continues recommending shareholders vote for the Netflix merger.
February 24, 2026 - The decisive raise
WBD confirms it is considering a sweetened Paramount bid. Paramount CEO David Ellison raises the offer to US$31 per share. During Paramount Skydance’s Q4 earnings call, Ellison confirms the updated US$31 per share all-cash bid.
Additional terms include:
- A 25-cent-per-share-per-quarter ticking fee effective after September 30
- An expanded US$7 billion regulatory termination fee
- Reaffirmation that Paramount will pay the US$2.8 billion Netflix termination fee
Paramount financial disclosures during the call:
- 10 percent year-over-year DTC growth led by Paramount+
- TV network losses narrowed to US$4.7 billion from US$4.98 billion
- Expected 2026 revenue of US$30 billion
WBD states the bid could reasonably be expected to lead to a superior proposal.
February 26, 2026 - Netflix walks away
WBD determines Paramount’s US$31-per-share proposal constitutes a company superior proposal under its agreement with Netflix.
A four-business-day window allows Netflix to revise its offer. The period concludes without a match.
Netflix co-CEOs Ted Sarandos and Greg Peters state the higher price makes the transaction financially unattractive. Netflix announces it will invest approximately US$20 billion in films and series in 2026 and resume its share repurchase program.
February 27, 2026 - Paramount wins
Paramount pays the US$2.8 billion termination fee owed to Netflix. WBD enters an agreement to be acquired by Paramount Skydance in:
- A US$110 billion transaction
- US$81 billion in equity value
The deal is expected to close in the third quarter of 2026.
Final outcome
After months of escalating bids, legal action, financing guarantees, and regulatory scrutiny, Paramount Skydance secures Warner Bros Discovery at US$31 per share.
Netflix declines to match the final offer, ending one of the most closely watched media takeover battles in recent history.
What happens next
Warner Bros Discovery has scheduled a special shareholder meeting for March 20, 2026, where investors will vote on the Paramount Skydance transaction. The outcome of that vote will formally determine whether the revised US$31 per share agreement moves forward.
If shareholders approve the deal, the acquisition will enter the regulatory review phase. Given the scale of the transaction and the competitive dynamics of the entertainment and streaming markets, the review process is expected to draw scrutiny from U.S. regulators and potentially international authorities as well.
The companies have indicated that closing is expected in the third quarter of 2026, subject to regulatory clearance and customary closing conditions. More broadly, the full completion timeline could extend 12 to 18 months following shareholder approval, depending on how the regulatory process unfolds.
Until then, Paramount Skydance remains in pole position, having secured the agreement and paid the US$2.8 billion termination fee that released WBD from its prior deal with Netflix.
What this signals about the streaming era
This bidding war reveals three broader shifts in media strategy:
1. Scale still matters, but not at any cost.
Netflix demonstrated that even the largest streaming player will walk away if price discipline erodes shareholder value.
2. Traditional media consolidation is accelerating.
Paramount’s willingness to escalate reflects urgency among legacy players to compete more effectively in streaming and content distribution.
3. Capital structure and guarantees now influence deal outcomes as much as valuation.
Larry Ellison’s personal guarantee and expanded termination fees materially strengthened Paramount’s credibility.
In the end, Paramount outmaneuvered Netflix not simply by paying more, but by structuring a proposal that combined price, certainty, and aggressive risk absorption.
Netflix preserved flexibility. Paramount secured scale.
