Paramount Just Outbid Netflix for Warner Bros. Discovery. Here’s What $111 Billion Buys

One of the biggest media deals in history just flipped upside down at the last minute.

Warner Bros. Discovery, the company that owns HBO, CNN, and a massive library of films and TV shows, spent years drowning in debt while cable viewership collapsed around it. The solution? Sell everything. And the bidding war that followed stunned the entire entertainment industry.

Netflix looked like the winner. Then Paramount swooped in with a bigger check and changed everything.

Netflix Almost Won. Then Paramount Wrote a Bigger Number

The whole process started back in October 2025, when Warner Bros. Discovery acknowledged it was exploring a sale after receiving unsolicited interest from several major players.

Paramount and Comcast both emerged as serious contenders early on. But WBD’s board eventually decided Netflix’s offer was the most attractive. Netflix proposed $82.7 billion for Warner’s film, TV, and streaming assets — think HBO, Max, the movie studios, all of it.

So Paramount pushed harder. It argued its bid of roughly $108 billion was better because it covered all of Warner’s assets, not just the entertainment pieces. Netflix hit back by sweetening its deal to an all-cash offer at $27.75 per share.

Then Paramount escalated again, offering $31 per share in February 2026. That number finally got the WBD board’s attention. The board called it a superior offer and opened formal discussions.

Netflix chose not to match. Co-CEOs Ted Sarandos and Greg Peters put it plainly in a statement on February 26: “At the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”

And just like that, the $82.7 billion Netflix deal was off the table.

What Paramount Is Actually Buying

Paramount’s $111 billion offer covers everything Warner Bros. Discovery owns.

That’s an enormous portfolio. It includes Warner Bros. film and TV studios, HBO and Max streaming, CNN, HGTV, DC Studios, Warner Bros. Games, and a huge back catalog of movies and shows that spans decades.

In short, Paramount would become one of the most powerful media companies on the planet overnight. Combine that with Paramount’s own assets — CBS, Nickelodeon, MTV, Paramount+, and the Paramount film studio — and you’re looking at a media giant with few rivals in terms of sheer content volume.

The man behind Paramount is David Ellison, son of Oracle chairman and billionaire Larry Ellison. David Ellison completed his acquisition of Paramount before pursuing WBD, and his father is reportedly providing $45.7 billion in equity to back this new deal. A $54 billion debt commitment from Bank of America Merrill Lynch, Citi, and Apollo Global Management covers the rest of the financing.

The Debt Mountain Nobody Can Ignore

Here’s the part that makes financial analysts nervous. Warner Bros. Discovery already carries about $33 billion in debt. Paramount itself holds billions more. Under the proposed agreement, the new combined company would assume all of that.

The WBD board actually rejected Paramount’s earlier offers specifically because of this concern. In those earlier rounds, the combined debt load would have hit roughly $87 billion. The board decided that risk wasn’t worth taking.

Paramount’s newer, higher offer addressed some of those concerns — enough to restart talks. But the debt burden remains enormous and represents one of the biggest question marks hanging over this deal.

Political Pressure, Job Cuts, and CNN’s Future

The financial complexity is just one layer. There’s a political dimension to this merger that’s impossible to ignore.

David Ellison has already owned CBS News since acquiring Paramount, and his ownership has raised eyebrows. Reporting critical of the Trump administration has reportedly faced increased scrutiny or been shelved. Ellison appointed conservative commentator Bari Weiss to head CBS News, a choice that generated significant controversy in journalism circles.

That matters enormously to employees at Warner-owned CNN, one of the most prominent news networks in the world. Workers there have expressed open concern about what Ellison’s ownership would mean for editorial independence.

President Trump has been publicly vocal about his desire to see CNN change direction under new ownership. He also pressured Netflix to remove former Biden White House official Susan Rice from its board before Netflix exited the deal. Trump’s FCC approved Ellison’s Paramount acquisition after CBS paid a $16 million settlement related to a separate matter.

Beyond editorial concerns, Ellison has already warned that significant job cuts are coming. That’s not unusual in mega-mergers — overlapping departments get consolidated — but the scale of potential layoffs in an industry already battered by streaming disruption has workers across both companies on edge.

Regulators Are Already Circling

This merger won’t sail through approvals unchallenged. Several powerful voices have already signaled they intend to make things difficult.

California Attorney General Rob Bonta stated on February 26 that the California Department of Justice has an open investigation and plans to conduct a vigorous review. A coalition of 11 state attorneys general has also urged the U.S. Department of Justice to examine the merger over competition concerns, warning it could reduce consumer choice and push subscription prices higher.

U.S. Senators Elizabeth Warren, Bernie Sanders, and Richard Blumenthal previously wrote to the DOJ’s Antitrust Division with similar concerns, arguing the combined company would hold excessive market power in ways that could harm both consumers and smaller industry players.

On the other hand, Larry Ellison’s close relationship with the Trump administration could smooth the federal approval process. His previous Paramount acquisition cleared relatively quickly. Whether that political goodwill extends to a deal this large — and this scrutinized — remains to be seen.

When Does This Actually Close?

The deal isn’t finalized yet. The WBD board is still reviewing Paramount’s offer and hasn’t given formal approval.

Originally, the Netflix transaction was expected to reach a stockholder vote around April 2026, with the deal closing within 12 to 18 months after that vote. Switching to the Paramount deal resets that entire timeline. New terms need drafting, new regulatory filings need submitting, and new approval processes need launching.

Realistically, this deal won’t close quickly. Regulatory investigations alone could take well into 2027. And that’s assuming the WBD board formally accepts Paramount’s offer, which hasn’t happened yet.

What’s clear is that the entertainment industry is watching closely. A combined Paramount-WBD entity would reshape streaming competition, content licensing, and Hollywood’s studio system in ways we haven’t seen since the early days of the streaming era.

Whether it actually happens — and what it looks like when it does — is still very much an open question.