Warner Bros. Discovery rejects Paramount’s bid again, calls it a ‘leveraged buyout’

The bidding war for Warner Bros. Discovery (WBD) and its extensive library of hit TV shows and films like “Harry Potter,” “Game of Thrones” and the DC Comics titles, is dragging on.

The studio on Wednesday said its board had unanimously rejected Paramount Skydance’s revised $108.4 billion bid, calling the proposal a “leveraged buyout” that would saddle the company with $87 billion in debt.

In a letter to shareholders, WBD urged them to reject the offer, saying the “extraordinary amount” of debt Paramount would need to raise heightens the risk of the deal falling through, and instead recommended they vote in favor of its earlier, $82.7 billion deal with Netflix for its film and TV studio asserts.

Paramount, which was rumored to be in the running to buy WBD before the Netflix deal was announced, went directly to WBD’s shareholders with an all-cash, $30-per-share offer in early December after Warner Bros’ board decided to sell to Netflix. But WBD rejected Paramount’s bid, calling the offer “illusory” and saying Paramount did not have the cash to back up its claims, and instead recommended Netflix’s cash-and-share deal.

Paramount then came back with a $40 billion guarantee from its CEO David Ellison’s billionaire dad, Oracle co-founder Larry Ellison, and said it would raise $54 billion in debt to fund the deal.

WBD doesn’t seem convinced. “[Paramount] is a company with a $14 billion market capitalization attempting an acquisition requiring $94.65 billion of debt and equity financing, nearly seven times its total market capitalization […] This aggressive transaction structure poses materially more risk for WBD and its shareholders when compared to the conventional structure of the Netflix merger,” WBD wrote in a statement.

Warner Bros. also called into question Paramount’s ability to function well if the deal goes through, arguing that raising such amounts of debt would further worsen Paramount’s current “junk” credit rating.

Warner Bros. was particularly concerned about Paramounts negative free cash flow, which would be exacerbated by any acquisition. “In contrast, Netflix is a company with a market capitalization of approximately $400 billion, an investment grade balance sheet, an A/A3 credit rating and estimated free cash flow of more than $12 billion for 2026,” WBD wrote.

Netflix welcomed WBD’s decision, saying after the merger the companies would “bring together highly complementary strengths and a shared passion for storytelling.”