Major WBD Shareholder Pushes Back on Paramount’s Amended Bid, Says Offer Still Falls Short

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A significant Warner Bros. Discovery (WBD) investor believes Paramount’s recent efforts to attract support haven’t been successful, despite offering improved financial assurances and updated deal terms.

Paramount has officially made a revised offer to buy Warner Bros. Discovery, but a major investor isn’t impressed. They believe the offer isn’t strong enough, particularly when compared to a competing bid from Netflix.

Harris Associates: “Necessary, but Not Sufficient”

The concerns are being raised by Harris Associates, a significant investor in Warner Bros. Discovery. They were the fifth-largest shareholder as of September, owning approximately 96 million shares, which represents about 4% of the company.

In an interview with Reuters, Harris Oakmark portfolio manager and Director of U.S. Research Alex Fitch was direct in his evaluation of Paramount’s new offer.

“The changes in Paramount’s new offer were necessary, but not sufficient,” he said.

Fitch noted that while Paramount made some improvements to its offer, they weren’t significant enough to make it a better choice than the existing deal with Netflix.

We think both options are equally likely to succeed, and switching course now would come with drawbacks. If Paramount truly wants to be successful, they’ll need to offer a more compelling reason to change direction.

What Paramount Changed in the Amended Offer

Paramount’s newest offer, supported by Skydance CEO David Ellison, features several key adjustments intended to win over hesitant investors.

  • A personal financial guarantee from David’s father, Larry Ellison, the billionaire co-founder of Oracle
  • A commitment not to revoke David Ellison’s trust
  • More flexible financing terms
  • A $5.8 billion breakup fee, matching the penalty attached to Netflix’s competing offer

Even with those changes, Harris Associates still doesn’t believe Paramount has made a strong enough offer compared to its competitor.

Netflix Deal Still Viewed as Superior on Terms

Netflix is proposing a deal that focuses on acquiring Warner Bros. Discovery’s film and TV production studios and streaming services, rather than the whole company. The deal is worth around $82.7 billion. While Fitch Ratings considers both offers to be roughly equal in value, they’ve indicated which company has the stronger position.

Earlier this month, Fitch pointed out that Netflix’s offer had better terms, even though the total value was comparable to Paramount’s.

That distinction appears to be weighing heavily on WBD’s leadership as well.

WBD Executives Still Lean Toward Netflix

According to industry experts, Paramount’s new offer, though better, hasn’t changed how people at Warner Bros. Discovery feel about it.

Ross Benes of eMarketer told TheWrap that executive preference remains firmly aligned with Netflix.

According to a source, even with Paramount’s new offer, Warner Bros. Discovery executives still favor Netflix.

Benes also noted that the revised offer improves Paramount’s position with its investors and directors. However, Warner Bros. Discovery is still likely to support the deal with Netflix as long as it’s a realistic option.

Pressure Builds on Paramount to Raise the Stakes

A major Warner Bros. Discovery shareholder is sending a clear signal: while the revised offer for Paramount is improving, it’s still not attractive enough to change their current plans.

Harris Associates has indicated they’d consider a new offer from Paramount, but only if the financial terms are significantly better and any remaining issues with the deal’s structure are addressed. Currently, Netflix seems to be the more favored option, both among Paramount’s leaders and some of its major investors.

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2025-12-24 16:57