Paramount Skydance’s hostile offer for Warner Bros Discovery is no longer just an acquisition headline, because the disclosed financing roster and governance structure look engineered to survive US review while keeping politically sensitive money close enough to fund, but far enough to not govern.
The bid values Warner Bros Discovery at $30 per share in an all-cash offer and at $108.4 billion total deal value, set against Netflix’s signed agreement at $27.75 per share for Warner’s studios and streaming assets, a structure that excludes the cable networks.
The “key players” problem emerged from disclosure sequencing. A reporter noted Paramount’s initial press messaging did not foreground sovereign wealth participation, while a subsequent SEC-related filing detail did, pulling new parties into the narrative beyond a standard lender list.
In the securities filing account of its bid process, Paramount says it dropped Tencent from the investor group and secured a waiver of all governance rights from remaining outside investors, arguing that the resulting structure puts the transaction outside CFIUS jurisdiction.
Reuters reports the bid includes financing from Affinity Partners, the investment firm run by Jared Kushner, alongside “several” Middle Eastern government-run investment funds, placing Trump-family adjacency directly into the capital stack of a deal that will require federal scrutiny.
President Donald Trump said neither Netflix nor Paramount are “friends of mine,” and separately said he would be involved in the review of Netflix’s proposed Warner transaction.
Paramount describes repeated outreach to Warner Bros Discovery CEO David Zaslav, says its bankers signaled the $30 offer was “not best and final,” then pivoted to a shareholder-directed tender after reports Warner entered exclusivity with Netflix.
If Warner accepts Paramount’s offer, it would have to pay Netflix a $2.8 billion breakup fee, while Netflix would owe $5.8 billion if its deal fails.
Paramount is also selling “speed to close” as a product feature, but the same Reuters reporting that highlights CFIUS avoidance structures also frames the tie-up as headed for intense antitrust scrutiny, meaning the financing optics are not the only regulator-facing problem.
A separate Wall Street Journal report, amplified publicly, says Paramount’s Larry Ellison contacted Trump after the Netflix deal and argues the transaction would hurt competition, and that David Ellison offered assurances to Trump administration officials tied to potential changes at CNN if he controlled Warner.
Information for this story was found via CBC, The Wall Street Journal, and the sources and companies mentioned. The author has no securities or affiliations related to the organizations discussed. Not a recommendation to buy or sell. Always do additional research and consult a professional before purchasing a security. The author holds no licenses.
