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The Zaz–Ellison Dagger Contest

Warner Bros. Discovery’s most recent S.E.C. filing reveals the latest battle lines between the company and its hostile suitor. In particular, the document evinces a deep distrust of Paramount Skydance’s proposed deal financing, recasting the $108 billion all-cash offer as an $87 billion L.B.O. that could fall apart before closing.

Larry Ellison, David Ellison
The WBD board also used the filing as a chance to really go to town on the structure of PSKY’s bid, reframing the quixotic father-son vision quest to pay $108 billion in cash for a series of legendary Hollywood entertainment assets as the largest L.B.O. of all time, with some $87 billion of pro forma debt that would be levered at 7x the combined 2026 EBITDA of the two companies, before potentially realizing some $9 billion in “synergies.” Fighting words, indeed. Photo: Clive Brunskill/Getty Images
William D. Cohan
January 11, 2026

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Try and try as it might, Paramount Skydance’s persistent efforts to acquire Warner Bros. Discovery just keep falling flat. One major obstacle is the strict “no shop” provision in WBD’s signed merger agreement with Netflix—pretty standard language that prevents WBD from soliciting new bids, negotiating with new suitors, or providing additional nonpublic information about the company to other parties. Essentially, WBD can’t communicate with PSKY or its advisors in any way without risking a claim of tortious interference, which would likely scuttle the deal with Netflix and result in years of litigation.