Warner Bros. Discovery's board has been making headlines for all the wrong reasons lately.
The media giant's executives think they know better than the investors who actually own the company.
And Warner Bros board just got caught ignoring shareholders after this billionaire dropped his bombshell.
One major shareholder calls out Warner Bros. board for refusing to negotiate
Warner Bros. Discovery is in the middle of a bidding war that has the entertainment industry watching closely.
Netflix offered $83 billion for Warner's streaming and studio assets.
Paramount Skydance countered with $108.4 billion for the entire company.
The Warner Bros. board keeps rejecting Paramount's bids and insisting Netflix's deal is superior.
But one major shareholder just called them out publicly.
Matt Halbower runs Pentwater Capital Management, Warner Bros. Discovery's seventh largest shareholder.
He sent a scathing letter to the board accusing them of refusing to even negotiate with Paramount.
"It is superior in terms of regulatory risk, and I understand that the board has some legitimate issues with it, but those legitimate issues don't warrant giving Paramount the stiff arm and refusing to actually have a conversation," Halbower told CNBC.
"That's not how I want my board of directors to act."
Halbower pointed out something the board doesn't want to discuss.
Paramount CEO David Ellison keeps saying publicly that his $30 per share offer "is not best and final."
Translation: he's willing to pay even more if Warner Bros. will just talk to him.
But the board won't pick up the phone.
Warner Bros. chairman defends Netflix deal despite obvious problems
Warner Bros. board chairman Samuel Di Piazza Jr. tried defending their position on CNBC.
He acknowledged that Oracle billionaire Larry Ellison personally guaranteed $40.4 billion to back his son David's bid.
That's one of the richest men in the world putting his own money on the line.
But Di Piazza pointed to other supposed problems with Paramount's offer.
The board claims abandoning the Netflix deal would cost $2.8 billion.
They say Paramount's financing structure puts too much debt on the deal.
They worry about "operating restrictions" that could hurt Warner Bros.' business.
Here's what the board isn't telling shareholders.
Netflix's deal would saddle Warner Bros. with $59 billion in debt.
"The Ellison family are AAA rated, and they have a higher credit rating than Netflix," Halbower explained.
Larry Ellison is worth nearly $243 billion.
The idea that Bank of America and Citibank won't honor their financing commitments when the Ellison family and Middle Eastern partners are backing it with $41 billion in equity is ridiculous.
"That's just not going to happen," Halbower stated.
"That's not a legitimate risk factor to turn down this deal."
Board keeps moving the goalposts to avoid Paramount deal
Di Piazza pushed back against criticism that the board is just looking for excuses to reject Paramount.
He insisted the board would be open to a deal with Paramount if the terms were right.
Halbower wasn't buying it.
"It looks like they're digging into their pocket to come up with something brand new, moving the goal post," he fired back.
The board had months to raise these concerns.
Instead they waited until after Paramount sweetened the offer to suddenly discover new problems.
Paramount has made eight separate offers since September.
The board rejected every single one.
Warner Bros. shareholders will vote on the Netflix deal sometime in late spring or early summer.
But Paramount is giving shareholders until January 21 to tender their shares directly.
As of December 19, fewer than 400,000 shares out of 2.48 billion outstanding had been tendered.
Without board approval, Paramount needs at least 90% of shares to succeed.
That's a massive hurdle.
But shareholders like Pentwater are making noise because they see what's happening.
The board locked themselves into the Netflix deal and now they're trying to justify that decision no matter what.
"We are a small voice, but I think it's important for the board to at least hear our voice as the seventh largest shareholder, because I think what they're doing is wrong," Halbower said.
"If Paramount goes away, then it is a lost opportunity."
He's got a point.
Paramount's offer values Warner Bros. at $30 per share all cash.
Netflix is offering $27.75 per share in a mix of cash and stock.
The math isn't complicated.
But here's what really matters for conservative investors watching this fight.
David Ellison secured Trump Administration approval for his Paramount merger in August by promising to clean up CBS News.
He installed Bari Weiss as editor-in-chief.
Ellison also told Trump he'd make "sweeping changes" to CNN if his Warner Bros. bid succeeds.
The board choosing Netflix over Paramount means keeping the same woke management running CNN and HBO.
Ellison would bring accountability to networks that have spent years attacking conservatives.
That's probably the real reason the board won't negotiate.
They'd rather take less money and keep control than let someone reform their propaganda operations.
Shareholders deserve better than a board that refuses to even talk to the highest bidder.
Sources:
- Matt Halbower, Interview on CNBC, "Squawk Box," January 7, 2026.
- Samuel Di Piazza Jr., Interview on CNBC, "Squawk Box," January 7, 2026.
- TheWrap, "Warner Bros. Discovery Shareholder Pentwater Capital Management Says Paramount's Revised Bid Is 'Economically Superior' to Netflix," January 7, 2026.
- CNBC, "WBD once again rejects Paramount offer in favor of Netflix deal," January 7, 2026.
- NBCNews, "Warner Bros. Discovery rejects Paramount's amended takeover offer," January 7, 2026.
- Wikipedia, "Proposed acquisition of Warner Bros. Discovery," January 6, 2026.