In a move that has sent shockwaves through the global media landscape, Paramount Skydance (NASDAQ: PSKY) has officially escalated its pursuit of Warner Bros. Discovery (NASDAQ: WBD) with a massive $108.4 billion hostile bid. As of today, February 10, 2026, the newly formed media titan, led by CEO David Ellison, is attempting to force a merger that would create an unprecedented content juggernaut, effectively challenging the dominance of tech-first streamers.
The hostile maneuver comes with significant "sweeteners" designed to win over WBD's disgruntled shareholders. Paramount Skydance has committed to paying the staggering $2.8 billion termination fee that WBD would owe Netflix (NASDAQ: NFLX) if it walks away from a previous partial-asset deal. Furthermore, Ellison’s team has introduced a $0.25 per share "ticking fee" to compensate WBD investors for any regulatory delays, signaling Paramount’s confidence in navigating the intensifying antitrust scrutiny in Washington.
The Bid for Consolidation: A Timeline of Hostility
The current conflict traces its roots back to August 7, 2025, when the merger between Paramount Global and Skydance Media officially closed, creating Paramount Skydance (NASDAQ: PSKY). Flush with new leadership and a streamlined balance sheet, the entity wasted little time identifying its next target. In late 2025, a bidding war erupted after Warner Bros. Discovery (NASDAQ: WBD) leadership, under pressure from mounting debt and a stagnant stock price, entered negotiations with Netflix (NASDAQ: NFLX) to sell its premier studio and streaming assets for $82.7 billion.
Paramount Skydance viewed the potential Netflix-WBD alliance as an existential threat and countered on December 8, 2025, with an all-cash offer of $30 per share for the entirety of WBD. When the WBD board, led by David Zaslav, rejected the offer in favor of the Netflix deal—citing "insufficient value" and high execution risk—Paramount turned hostile. The current $108.4 billion valuation represents a significant premium over WBD’s market capitalization, which sat near $67.46 billion earlier this month. The inclusion of the $0.25 per share quarterly ticking fee is a direct response to investor fears that a deal of this magnitude could be tied up in regulatory limbo for years.
Winners and Losers: The High Stakes of Media Supremacy
For shareholders of Warner Bros. Discovery (NASDAQ: WBD), the bid is a potential windfall. After years of watching the stock struggle under the weight of $33.52 billion in debt and the decline of linear television, a $30-per-share cash exit is a compelling proposition. However, the WBD management team finds itself in a precarious position, facing a potential proxy battle as Paramount Skydance begins nominating its own slate of directors to the WBD board.
Paramount Skydance (NASDAQ: PSKY) is also taking a calculated risk. While the merger would unite iconic brands like HBO, CNN, and Paramount Pictures under one roof, the financial burden of the $108.4 billion price tag—plus the assumption of WBD's existing debt—could strain the company’s investment-grade rating. Meanwhile, Netflix (NASDAQ: NFLX) stands as a unique stakeholder; while they risk losing a transformative acquisition of WBD's content library, the $2.8 billion termination fee would provide a massive cash infusion that could be redirected toward original production or share buybacks.
A New Era of Antitrust and Industry Evolution
This hostile bid represents more than just a corporate raid; it is a signal of the final stage of media consolidation. For decades, the industry has moved toward fewer, larger players, but the Paramount-WBD merger would represent a level of horizontal integration not seen since the Disney-Fox deal. Industry analysts suggest that by including a ticking fee, Paramount is acknowledging the "Lina Khan era" of aggressive antitrust enforcement. The fee essentially acts as insurance for WBD shareholders, ensuring they are paid for their patience while the Department of Justice and the FTC scrutinize the deal's impact on competition.
The ripple effects are already being felt by competitors like the Walt Disney Company (NYSE: DIS) and Amazon (NASDAQ: AMZN). If PSKY succeeds, it will control a library of intellectual property—ranging from the DC Universe to Star Trek—that rivals any other collection in history. This move forces other "legacy" media companies to decide whether they will become buyers or targets in an environment where scale is the only defense against the massive capital reserves of Big Tech.
The Road Ahead: Proxy Battles and Regulatory Hurdles
The coming months will be defined by a high-stakes game of corporate chess. Paramount Skydance (NASDAQ: PSKY) is expected to launch a formal tender offer directly to WBD shareholders by the end of Q1 2026. This would bypass the board entirely and put the decision in the hands of institutional investors. The key question remains whether Netflix (NASDAQ: NFLX) will respond with a "white knight" bid for the whole company or if they will simply wait to collect the $2.8 billion breakup fee and pivot to other targets.
The regulatory timeline will also be a critical factor. Even if WBD shareholders approve the deal, the "ticking fee" mechanism suggests that Paramount expects a review period of at least 12 to 18 months. During this time, both companies must maintain operational stability despite the uncertainty. Investors should watch for any shifts in WBD’s board composition and the public rhetoric from federal regulators, which will serve as the primary indicators of the deal's ultimate success or failure.
Final Assessment: A Reshaped Market
The $108.4 billion bid for Warner Bros. Discovery (NASDAQ: WBD) is a defining moment for the 2026 financial markets. It marks the transition from the "growth at all costs" era of streaming to a period of "consolidation for survival." By offering to cover the Netflix termination fee and providing the security of a ticking fee, Paramount Skydance (NASDAQ: PSKY) has presented a package that is difficult for WBD’s fiduciary-minded board to ignore indefinitely.
For the market moving forward, this event underscores the continued value of premium content libraries in an era of AI-generated media and fragmented attention spans. Whether or not this specific deal closes, the landscape has been permanently altered. Investors should remain vigilant, watching WBD's stock price relative to the $30 offer and monitoring the debt markets, as the financing of this mega-merger will likely set the benchmark for corporate credit in the media sector for the remainder of the decade.
This content is intended for informational purposes only and is not financial advice.
