Warner Bros. Discovery

Overview

Warner Bros. Discovery is the American media conglomerate created in 2022, when AT&T spun off WarnerMedia and merged it with Discovery Inc. in a $43 billion deal (The Hindu BusinessLine). Its assets include HBO and HBO Max — the timeline describes the company as “the owner of HBO Max and the ‘Harry Potter’ franchise” — and its cable news operation is visible in the merger saga itself, with independent content monitoring of CNN among the terms discussed in the 2026 settlement talks (The Hindu BusinessLine).

The company spent most of its short independent life trying to split itself apart, then trying to sell itself — and became the prize in one of the largest media bidding wars in history. On June 9, 2025, the board announced a separation into two companies, one focused on streaming and studios and the other housing the cable TV assets (The Hindu BusinessLine). Within months, the split plan was overtaken by suitors: the board was “weighing a potential sale amid interest from several suitors,” with Netflix and Paramount Skydance trading escalating offers through the winter of 2025–26 (The Hindu BusinessLine).

The bidding war

The fight opened in October 2025, when the board rejected a Paramount Skydance offer of nearly $60 billion, or $24 per share (The Hindu BusinessLine). By mid-November the board wanted $30 a share, valuing the company at $74.34 billion, and by November 21 it had preliminary bids from Paramount Skydance, Comcast, and Netflix, all asked to improve their offers (The Hindu BusinessLine). A second round of bids arrived December 1, including a mostly cash offer from Netflix (The Hindu BusinessLine).

Netflix appeared to have won on December 5: it entered exclusive talks at $28 a share and then agreed to buy the film and TV studios and streaming division for $72 billion, or $27.75 per share — only the studio-and-streaming half of the company (The Hindu BusinessLine). Four days later Paramount Skydance went hostile with a bid for the whole company: $108.4 billion at $30 per share (The Hindu BusinessLine). The board rejected it on December 17, saying it failed to provide adequate financing assurances, and rejected an amended version on January 7, 2026 even after Paramount added a $40.4 billion personal guarantee from Larry Ellison (The Hindu BusinessLine).

The politics of the deal ran alongside the numbers. U.S. senators grilled Netflix co-CEO Ted Sarandos at a hearing on February 3, 2026, and two days later President Trump said he would stay out of the bidding war — a reversal from his comments late in 2025 (The Hindu BusinessLine). Paramount kept sweetening: a ticking fee of 25 cents a share for every quarter the deal didn’t close past December 31, 2026, plus a promise to fund the $2.8 billion termination fee WBD owed Netflix (The Hindu BusinessLine).

The endgame came in days. On February 24, 2026, Paramount CEO David Ellison raised the offer to $31 a share; the board called it a superior proposal to Netflix’s deal; on February 26 Netflix refused to raise (The Hindu BusinessLine). On February 27, Paramount paid the $2.8 billion termination fee and the companies signed an acquisition agreement at $81 billion in equity value, expected to close in the third quarter of 2026 (The Hindu BusinessLine). As The Wrap put it, “Netflix initially came away the victor… but Ellison swooped in with a higher bid at the last minute” (The Wrap).

The Kushner withdrawal

One subplot of the hostile bid was who was financing it. Jared Kushner’s firm Affinity Partners was in the bid’s financing — and on December 16, 2025, it walked out. Bloomberg first reported the withdrawal, which was confirmed by a firm representative (Reuters). “With two strong competitors vying to secure the future of this unique American asset, Affinity has decided no longer to pursue the opportunity,” the firm said in a statement carried by Variety. “We continue to believe there is a strong strategic rationale” for Paramount’s offer (Variety). The exit came right in the middle of the board’s rejection-and-counteroffer sequence — a week before the board formally rejected the hostile bid on financing grounds (The Hindu BusinessLine). More on the firm itself is in the Jared Kushner profile.

Regulators and the finish line

Shareholders backed the proposed merger on April 23, 2026 — while casting an advisory vote against the executive compensation plans tied to the deal (The Hindu BusinessLine). The Justice Department’s Antitrust Division cleared the acquisition on June 12, 2026, saying it was unlikely to harm competition or consumers (The Hindu BusinessLine). But on July 13, California and 11 other states sued to block it, alleging the deal would lessen competition in film distribution and cable television and harm theaters and pay TV distributors (The Hindu BusinessLine). A federal judge twice ordered the acquisition paused while the states’ case proceeded (The Hindu BusinessLine). On September 21, 2026, Paramount reached a settlement with California and the 11 states — with independent content monitoring of CNN among the terms discussed — clearing one of the last obstacles (The Hindu BusinessLine).

Leadership and the $165 million question

Running through the entire saga was CEO David Zaslav. In 2025 his pay package tripled to $165 million — $110 million of it in one-time stock options granted after his decision to split the company into Warner Bros. and Discovery Global, plus a $3 million base salary, $22.6 million in stock, and a $25.7 million cash bonus (The Wrap). That put him atop the entertainment CEO heap: well ahead of Disney’s Bob Iger ($45.8 million), Paramount’s David Ellison ($63.2 million), and Comcast’s Brian Roberts ($35.1 million) (The Wrap).

The pay story turned sour on the exit side. Zaslav faced heavy pushback over a golden parachute worth $887 million tied to the Paramount sale — shareholders rejected the exit reward, though the vote was merely advisory and non-binding, so he could still receive it (The Wrap). The April 23 shareholder meeting also produced an advisory vote against the executive compensation plans tied to the merger (The Hindu BusinessLine). It was, by the company’s own filing logic, a strange pairing: a record pay year — the company had a strong 2025 with box office hits, Oscar winners, and TV hits like “The Pitt” — in which the CEO was paid like the split was his legacy achievement, while the bidding war was already rendering the split moot (The Wrap).

What this profile does not claim

This profile does not claim the Paramount acquisition has closed — the February 2026 agreement targeted a third-quarter-2026 close and the states’ lawsuit was settled on September 21, 2026, but no fully-read source confirmed completion as of September 30, 2026. It does not claim the June 2025 split plan is proceeding or was formally abandoned; the sources describe it as announced and intended, and it was overtaken by the sale. It does not state the size of Affinity Partners’ financing commitment, which no fully-read source gave. CNN’s precise position in any post-merger structure is not asserted — only that content monitoring of CNN was among discussed settlement terms. Political characterizations of the deal’s review beyond the documented statements and actions are not adopted.