Choosing Netflix Over Paramount Was ‘Not a Hard Choice,’ Warner Bros. Discovery Board Chair Says

For Warner Bros. Discovery, the decision to reject Paramount in favor of a $82.7 billion deal with Netflix was “not a hard choice,” board chairman Samuel Di Piazza Jr. said on Wednesday.

Paramount CEO David Ellison made a total of six proposals over twelve weeks. But despite his argument of “air-tight financing” and an easy path to regulatory approval within 12 months, the David Zaslav-led media giant disagreed.

Particularly, the board said Wednesday that Paramount Skydance has “consistently misled” WBD shareholders that the $40.7 billion of equity financing in its proposed transaction is fully backstopped by the Ellison family. They argued that using the Ellison family’s revocable trust is “no replacement for a secured commitment by a controlling stockholder” and that its assets and liabilities are “not publicly disclosed and are subject to change.” 

It added that the bid relies on “the credit worthiness of a $15 billion market cap company with a credit rating at or only a notch above ‘junk’ status from the two leading rating agencies” and that its $9 billion in proposed synergies are “both ambitious from an operational perspective and would make Hollywood weaker, not stronger.”

In an interview with CNBC, Di Piazza Jr. said Paramount’s allegations that the board ignored the $30 per share offer to enter into the Netflix deal and ran a “murky” sale process are “nothing further from the truth.”

“After each of their proposals, we told them, as we did the other bidders, what you needed to do to reach our expectation. They chose not to,” he said. “And in the end, the board’s responsibility is to take the highest value considering the risk and the other implications. We think that Netflix is compelling, and so it wasn’t really a hard choice.”

The Netflix deal, which is valued at $27.75 per WBD share, is a combination of cash, stock and committed debt financing from Wells Fargo, BNP and HSBC. The deal will also provide shareholders with additional value from the separation of Discovery Global in the third quarter of 2026.

Ellison and Paramount have valued the WBD cable networks business at $1 per share, while WBD’s board sided with analysts who have pegged its valuation between $3 and $5 per share. If the Paramount Skydance deal didn’t close, Di Piazza Jr. argued that the company would’ve been stuck owning them.

“We just don’t think that that was a risk worth taking,” he said.

On Wednesday, Ellison said that Paramount would be holding firm on its $30 per share tender offer. But he’s also previously said that the latest bid is not “best and final.”

“The board has shown through this entire process, even in announcing the spin and doing the bridge and all of that that we will listen to whatever is presented to us. I’m not going to speculate what they might do,” Di Piazza Jr. said when asked if a raised bid would change anything. “I will say the equity is important, but there’s a lot of other things. We have a bridge loan to finance. And if we don’t finance it, we get in real trouble. And the Paramount Skydance deal is short in that space, and we told them that over and over.”

He added that the company told bidders prior to entering the Netflix deal to submit their “best shot.”

“We didn’t say best and final, we said, submit your best shot, and we have no obligation to come back and renegotiate it. That was the proposal that had a seven-stack equity group and the CFIUS issues,” he continued. ” We had to make a choice for our investors. We think these are incredible assets, and they need to have the right home, but our investors need to get the best value. And over the course of those days, it was clear to the board that the Netflix proposal was compelling.”

When asked about regulatory scrutiny of the Netflix deal, Di Piazza Jr. argued that it’s a “clean, a direct path to closure”

 “I have enormous respect for President Trump. And we were following the law. We’re following the precedent,” he said. “We think either of these deals will get done.”

He declined to give a specific date for when shareholders would vote on the Netflix deal, but said it would take place in spring or early summer.

“We hear from a lot of shareholders, and our shareholders are very pleased that we’re representing them. We’re not representing anything else,” Di Piazza Jr. said. “They’re very encouraged by the fact of what we’ve done to this point. They want us to they want to see us to have a deal that brings them value, considers risk and cost and can get closed.”

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