Paramount Sweetens the Pot For WBD

Paramount Skydance has further sweetened its hostile all-cash takeover bid for Warner Bros. Discovery (WBD), maintaining the headline price of $30 per share while adding new incentives to pressure WBD's board and shareholders amid competition from a signed deal with Netflix.

The latest amendment, announced Tuesday, introduces a 25-cent-per-share "ticking fee" that would accrue for every quarter the transaction remains unclosed after December 31, 2026. This equates to roughly $650 million in additional cash value paid directly to WBD shareholders per quarter of delay, signaling Paramount's strong confidence in securing swift regulatory approvals.

Paramount has also committed to covering key financial hurdles tied to WBD's existing agreement with Netflix:

• Funding the full $2.8 billion termination fee that WBD would owe Netflix if it terminates that deal to pursue Paramount's offer.
• Fully reimbursing shareholders for an estimated $1.5 billion in potential financing costs related to a debt exchange or refinancing, without reducing Paramount's separate $5.8 billion reverse breakup fee (payable if Paramount walks away).

These enhancements address prior WBD concerns about value leakage, regulatory risks, and deal certainty, while keeping the core $30-per-share price unchanged. Paramount describes its proposal as "superior" to Netflix's all-cash offer (recently adjusted to around $27.75 per share for WBD's studios and streaming assets, with a planned separation of WBD's linear TV networks).

The ongoing battle stems from Paramount's persistent hostile tender offer, launched late last year, which has faced repeated rejections from WBD's board in favor of the Netflix transaction. Paramount extended its tender offer expiration to March 2, 2026, and continues to highlight progress on antitrust clearances, including recent approvals in some jurisdictions and compliance with U.S. Department of Justice requests.

WBD has not yet publicly responded to the amendments, but the moves intensify the pressure on its board to consider the bid as a potential superior proposal under the Netflix merger terms. Shareholders tendered about 42.3 million shares as of early February. The outcome could reshape Hollywood's competitive landscape, pitting a combined Paramount-WBD entity against Netflix and others in streaming and content production.