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Paramount's dual-track attack—tender plus proxy—aims to block Netflix-WBD before March vote; financing gap suggests this is leverage for a revised deal structure.
$30-per-share
tender offer for Warner Bros
$83 billion
merger with Netflix
$30
tender sits
22%
above WBD's January 15 close but still trails the
Paramount-Skydance extended its $30-per-share tender offer for Warner Bros. Discovery shareholders to February 20 and filed for a proxy contest aimed at dismantling the company's $83 billion merger with Netflix. The tender extension marks the second deadline shift since the offer launched in January. The proxy materials, filed late yesterday, ask WBD shareholders to vote against the Netflix transaction, reject the proposed split of WBD into two separately traded entities, and vote down the current executive compensation structure.
The $30 tender sits 22% above WBD's January 15 close but still trails the $38 implied value Netflix offered in its all-stock proposal announced December 12. Paramount-Skydance has yet to disclose how many shares have been tendered, but the extension suggests the initial response fell short of the threshold needed to block the Netflix deal without a shareholder vote. The proxy fight now runs parallel to the tender, giving Paramount two paths to derail the combination. The combined entity would control roughly 18% of U.S. streaming subscribers and consolidate legacy film libraries worth an estimated $42 billion in IP value, according to Guggenheim's January note.
The proxy contest turns on three shareholder votes. First, the Netflix merger itself, which requires a simple majority of WBD shares outstanding. Second, the proposed split of WBD into StreamCo (HBO Max, Discovery+, CNN) and StudioCo (Warner Bros. film, Turner Sports), a structure designed to unlock separate valuations but opposed by Paramount on antitrust and balance-sheet grounds. Third, executive compensation tied to deal completion, including a reported $52 million retention package for CEO David Zaslav. Paramount's argument is straightforward: the Netflix merger undervalues WBD's content moat, the split plan fragments leverage against tech platforms, and the comp structure incentivizes a deal over shareholder return. The filing does not name alternate board nominees yet, which suggests Paramount may be holding that threat in reserve pending Netflix's response.
The timeline compresses quickly. WBD shareholders vote on the Netflix merger at a special meeting expected in early March, though no date is set. The tender offer now closes February 20, three days before the next WBD earnings call on February 23. If Paramount secures enough tendered shares by the 20th, it can claim a blocking position and argue the shareholder vote is moot. If the tender falls short, the proxy fight plays out in full, with board control and deal approval on separate ballots. Netflix has already cleared Hart-Scott-Rodino review and secured conditional EU approval; the remaining gate is the shareholder vote itself. Paramount's extension suggests it expects the vote to be close.
The structural question is whether Paramount-Skydance can finance a counterbid if the tender fails but the proxy vote succeeds in blocking Netflix. The company has not disclosed committed financing beyond the $30 tender, and leverage at Paramount (post-Skydance merger) sits near 4.1x net debt to EBITDA as of Q4. A full acquisition of WBD at $30 per share implies a $74 billion equity check plus assumption of $41 billion in WBD net debt, well beyond Paramount's current capacity without a consortium or PIPE. The likelier outcome is a negotiated three-way structure or a breakup bid for StreamCo alone, leaving StudioCo independent. Either path requires the Netflix deal to fail first.
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For the principal
Monitor Feb 20 tender results; if Paramount crosses 15% ownership, expect consortium formation talks within ten days.
For the operator
Short-dated WBD vol trades Feb 20–March 5; proxy outcome drives $8–12 per share swing depending on Netflix deal survival.
For the house
Hold WBD March $26 puts acquired Jan 18; add StreamCo event-driven overlay if split vote fails separately from merger vote.
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