Inside the David Ellison Paramount Deal for Warner Bros. Discovery

Just a few hours before word leaked of Netflix’s megadeal for Warner Bros. on Thursday, Dec. 4, Paramount CEO David Ellison realized something was up.

The executive had been pursuing Warner Bros. Discovery for months, and he and the Paramount board had been in regular communication with WBD CEO David Zaslav and his board of directors. That morning, Ellison had submitted a $30 per share all-cash bid, but Paramount had heard nothing from WBD following the submission.

So Ellison texted Zaslav in what now reads as a last ditch effort to get a deal over the line.

“Daivd [sic], I appreciate you’re underwater today so I wanted to send you a quick text. Please note when you next meet as a board we wanted to offer you a package that addressed all of the issues you discussed we [sic] me. Those were 1 we wanted to offer complete certainty 2 strong cash value 3 speed to close. Please note importantly we did not include ‘best and final’ in our bid.

“Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company,” he added. “It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets.”

Ellison, it turns out, was on to something. Fifteen hours later, Netflix formally announced its $82.7 billion deal for Warners, forcing Paramount to pursue another option: a hostile tender offer.

According to details revealed in a securities filing connected to the tender, Ellison’s campaign to secure WBD had ramped up in recent months after the company rejected its initial entreaties, with Larry Ellison playing a key role in the talks, at one point joining a Zoom with Zaslav and the influential media mogul and WBD shareholder John Malone to discuss the potential deal.

But the pursuit really began on Sept. 14 at Woodland, the Beverly Hills estate that once belonged to the legendary film producer Robert Evans, but now belonged to Zaslav. It was there that David Ellison made his initial proposal, at $19 per share, in a mix of cash and stock.

What followed was not what Ellison was hoping for. WBD rejected the entreaties, and the following month WBD launched a strategic review, effectively kickstarting a bake-off — a bake-off that, much to the surprise of Hollywood, brought Netflix to the table.

John Malone was a driving force in the creation of Warner Bros. Discovery in the first place, saying from the beginning that it would ultimately be an appealing deal target (Malone recounted in his memoir a failed effort to convince Reed Hastings to merge DirecTV with Netflix). One of the most prolific dealmakers in media history, he appeared on CNBC multiple times in November, including an appearance in which he made an argument that bears a resemblance to Netflix’s push.

“I believe that streaming is not a category,” Malone told David Faber on Nov. 20. “Television viewership is a category, subscription, you know, eyeballs might be a category, but if you if you’re going to broaden the category to that, you’ve got to take in YouTube and Facebook and the social networks, TikTok, and those are huge in terms of their viewership and their share of audience,” Malone said, in what seems like a tee-up to Netflix co-CEOs Ted Sarandos and Greg Peters, who told a UBS conference Monday that Netflix is far behind YouTube and Disney in TV share.

In fact, from Paramount’s point of view, the fix seemed to be in.

On Nov. 13, 2025, Warner Bros. management delivered a presentation in Century City to Paramount executives. “At the outset, Mr. Zaslav noted that he would have preferred to pursue the Warner Bros. Separation rather than engaging in a sale process,” Paramount wrote in the filing.

But Ellison kept wooing Zaslav, having lunch with him the following week where they “discussed the reasons why a combination of Paramount and Warner Bros. would produce a stronger media enterprise and market leader that could better compete with the streaming giants and ‘Big Tech’ to the benefit of producers, creators and talent.”

And on Nov. 24, David Ellison and Larry Ellison had dinner with Zaslav, where they once again made their case for a deal, and “reiterated Paramount’s desire to continue working with Mr. Zaslav following the closing of the proposed transaction, providing context for the roles of co-CEO and co-Chairman offered to Mr. Zaslav.”

But as the business now knows, that offer was not to be. Netflix swooped in with its offer, and much to Paramount’s chagrin, secured the WBD board’s approval. This was despite the fact that, from Paramount’s view, at least they had resolved the remaining concerns WBD had, including a full backstop secured by Larry Ellison’s holdings in Oracle, and RedBird Capital.

“Despite these facts, the Warner Bros. Board and its advisors chose on that pivotal December 4th to make no effort to even speak with Paramount or its representatives about anything,” Paramount wrote in the filing. “Instead, the Warner Bros. Board, in possession of a $30 per share cash offer with a clearer and faster path to regulatory approval, committed Warner Bros. and its stockholders to an obviously financially inferior transaction with extraordinary regulatory risk and a longer timeline to a possible closing.”

In his text message a few hours earlier, Ellison made a more personal entreaty to Zaslav, one that apparently fell on deaf ears.

“If we have the privilege to work together you will see that my father and I are the people you had dinner with,” Ellison wrote. “We are always loyal and honorable to our partners and hope we have the opportunity to prove that to you. Best, David”.