US elite advise as Paramount clinches $111bn blockbuster Warner Bros deal

Cravath and Latham & Watkins have advised Paramount Skydance as the studio giant is set to take control of Warner Bros Discovery, bringing the months-long bidding war with Netflix to a close.

The battle culminated on Thursday (26 February) when Netflix declined to match Paramount’s latest $111 billion all-cash offer, clearing the way for Paramount to secure assets including HBO, CNN and franchises such as Harry Potter and Game of Thrones.

The deal ranks among the largest leveraged buyouts in history. Around $57 billion of debt financing is being provided via a bridge loan from Bank of America, Citigroup and Apollo, according to Bloomberg.

Paramount has also agreed to cover the $2.8 billion break fee WBD owes Netflix after backing out of their earlier deal.

A bruising takeover fight

The saga began last June when WBD announced plans to split itself by mid-2026 into two companies: a studio and streaming business, and a separate business housing its cable networks.

First-round bids landed in November from Paramount Skydance, Netflix and Comcast. Paramount bid for the whole group, including CNN and the cable networks, while Netflix and Comcast targeted the studios and HBO Max streaming assets.

By early December, Netflix had pulled ahead with an offer valuing post-split Warner Bros at around $83 billion. WBD agreed to sell the studios and streaming arm to Netflix and spin off the TV networks.

Paramount responded by going hostile, launching a public all-cash tender offer, valuing WBD at about $108 billion. WBD’s board initially urged shareholders to reject that bid. Paramount’s improved $111 billion offer ultimately won board backing last week, with Netflix stepping aside.

The bidding battle reflected two different strategic visions: combining WBD’s studios and streaming arm into Netflix to create a dominant streaming giant, or a traditional studio combination bringing WBD and Paramount together.

Big Law’s elite line up

A roster of elite law firms has been deployed across the transaction.

On the Paramount side, Cravath and Latham advised the company, with Latham also acting for the investor consortium backing the deal which includes the Ellison family. Cleary represented Paramount’s special committee, while Quinn Emanuel was brought in to challenge what Paramount described as an “unfair and tilted” process when the WBD board initially backed Netflix.

WBD turned to Wachtell and Debevoise as lead advisers, while Skadden advised Netflix.

The deal is not yet closed. US and international antitrust approvals, as well as shareholder votes, remain outstanding, with completion expected later in 2026.