Paramount’s $108.4 billion figure referred to the enterprise value of its original hostile offer for Warner Bros. Discovery (WBD), not the cash shareholders would receive. The offer began at $30 per share in December 2025, rose to $31 plus a ticking-fee amount, and led to a definitive Paramount-WBD merger agreement. As of October 4, 2026, the companies expected the deal to close October 6, subject to customary closing conditions; it had not yet closed.
What happened to Paramount’s hostile bid?
Paramount began with a tender offer made directly to WBD shareholders despite opposition from WBD’s board. That is what made the December 2025 offer hostile. The contest changed after Paramount revised its proposal: on February 26, 2026, WBD’s board determined that the revised offer could qualify as a Company Superior Proposal under WBD’s agreement with Netflix. Netflix declined to raise its price, and Paramount and WBD signed a definitive merger agreement the next day. The hostile tender offer is therefore the opening phase of the story, not the current status of the transaction.
Key dates
- December 8, 2025: Paramount announced an all-cash tender offer of $30 per WBD share for all of WBD, which Paramount described as $108.4 billion in enterprise value.
- February 26, 2026: WBD said its board found Paramount’s revised $31-per-share proposal could qualify as a Company Superior Proposal under the Netflix merger agreement. Netflix announced it would not raise its offer.
- February 27, 2026: Paramount and WBD announced a definitive merger agreement.
- September 30, 2026: A federal court entered a consent decree resolving the plaintiff states’ lawsuit and modified a no-close order to permit the merger to close.
- October 4, 2026: The companies’ announced expectation was to close October 6, subject to customary conditions. The court’s order allowed closing; it did not establish that closing had occurred.
What did Paramount offer, and what does $108.4 billion mean?
The original offer was $30 in cash for each WBD share. Paramount described its value as $108.4 billion in enterprise value, a measure that includes debt. It is not the aggregate cash equity price payable to shareholders, nor should it be described as the amount each shareholder would receive.
The terms later changed. WBD’s February 26 announcement described a revised $31-per-share cash proposal with a $0.25-per-share-per-quarter ticking fee after September 30, a $7 billion regulatory termination fee, and Paramount’s payment of the $2.8 billion termination fee WBD would owe Netflix to leave its agreement. Paramount and WBD’s later joint announcement expressed the ticking fee as $0.00277778 per share for each calendar day elapsed after September 30 through closing.
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Under the companies’ October 6 closing expectation, they said the cash amount would be $31.01666668 per share. That figure is the announced amount for that expected closing date, not a completed payment or an independent valuation. The quoted prices and deal values are transaction terms published by the companies involved.
How did the Paramount and Netflix proposals differ?
The competing proposals were not simply two prices for the same package. Paramount’s original tender offer sought all of WBD. The earlier Netflix transaction concerned WBD’s studio and streaming assets, with linear networks treated separately. The available announcements establish the distinctions below, but do not establish a comparable Netflix per-share cash price or enterprise value.
| Comparison | Paramount proposal and agreement | Earlier Netflix transaction |
|---|---|---|
| Scope | Original hostile tender offer sought all of WBD; the definitive merger agreement is between Paramount and WBD. | Concerned the studio and streaming assets; linear networks were treated separately, according to the companies’ transaction descriptions. |
| Consideration | Original offer: $30 per WBD share in cash. Revised proposal: $31 per share plus the applicable ticking-fee amount. | A comparable per-share cash amount is not stated in the cited company announcements. |
| Enterprise value | Paramount described the original $30 offer as $108.4 billion in enterprise value, including debt. | A comparable enterprise-value figure is not stated in the cited company announcements. |
| Protections in the revised proposal | WBD’s February 26 announcement listed a $7 billion regulatory termination fee, Paramount’s payment of WBD’s $2.8 billion Netflix termination fee, and a ticking fee after September 30. | Not stated here as a comparable set of protections; WBD’s existing Netflix agreement included a $2.8 billion termination fee payable by WBD if it exited for the Paramount proposal. |
| Status | Definitive merger agreement signed February 27, 2026; the companies expected an October 6 close, subject to customary conditions, as of October 4. | Netflix declined to raise its offer on February 26, 2026; Paramount and WBD signed their agreement the following day. |
Why did Paramount make the bid, and why did Netflix drop out?
The announcements establish the offers, their scope and the parties’ stated positions; they do not independently establish each company’s strategic calculations. Paramount chairman and CEO David Ellison described the company’s stated aim in its February 27 announcement: “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 Paramount’s rationale, not evidence that the merger will produce those results.
Netflix said it would not raise its offer because the price required to match Paramount’s revised proposal was no longer financially attractive. That is Netflix’s stated reason for stepping away, not an independent assessment of the value of either transaction.
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As of October 4, 2026, Paramount and WBD expected to close on October 6, subject to customary closing conditions. The September 30 consent decree resolved the plaintiff states’ lawsuit and modified a no-close order to permit the merger to close. Those developments removed a specific legal barrier, but they were not confirmation that the merger had closed. Until a closing is confirmed, the accurate description is that the deal is expected or anticipated to close.
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