Paramount Bid for Warner Bros. Discovery Strengthens
Paramount bid for Warner Bros. Discovery adds a $0.25 quarterly ticking fee and funds Netflix's termination payment, forcing tighter shareholder timelines.
KEY TAKEAWAYS
- Paramount added a $0.25 per share quarterly ticking fee to its $30 per share all-cash tender.
- The offer covers Netflix's $2.8 billion termination payment and offers WBD refinancing support.
- Equity and debt backers committed $43.6 billion and $54.0 billion with a $43.3 billion Ellison guarantee.
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Paramount Skydance Corporation revised its all-cash tender offer for Warner Bros. Discovery (WBD) on February 10, 2026, adding a quarterly ticking fee and agreeing to cover Netflix’s termination charge. These changes intensify the takeover contest and accelerate regulatory and shareholder timelines.
Revised Offer Terms and Tender Status
Paramount amended its hostile all-cash tender offer to acquire all outstanding WBD Series A common stock at $30 per share, maintaining the base price. The revision introduces a quarterly ticking fee of $0.25 per share for each quarter the deal remains unclosed after December 31, 2026, with payments starting January 1, 2027. Paramount estimates this fee will cost about $650 million per quarter.
The tender offer deadline was extended to March 2, 2026. As of February 9, 42.3 million WBD shares had been tendered. In a letter to WBD’s board, Paramount urged the directors to declare a superior proposal and said it plans to solicit proxies at the company’s shareholder meeting to challenge the Netflix transaction.
Financing, Rival Comparison, and Regulatory Progress
Paramount secured $43.6 billion in equity commitments led by the Ellison family and RedBird Capital, along with $54.0 billion in committed debt from banks and lenders. Larry Ellison provided a personal guarantee of $43.3 billion to support the financing package.
The company pledged to fund Netflix’s $2.8 billion termination fee, reimburse up to $1.5 billion of WBD’s debt refinancing costs if the exchange fails, and offered solutions for WBD’s bridge-loan refinancing needs.
WBD’s February 9 SEC preliminary proxy sets the cash component of the Netflix deal between $21.23 and $27.75 per share. Paramount said its revised cash offer is about 12.0% higher and disputed the equity valuation assigned to Discovery Global under the Netflix structure.
Paramount reported it secured clearance from German foreign-investment authorities on January 27, 2026, and complied with a DOJ Second Request for information. The company expressed confidence in the speed and certainty of regulatory approval, citing an analysis projecting a 22.0% decline in Discovery Global EBITDA in 2026–27 under the Netflix spin scenario.
Paramount’s enhancements link funding certainty, a timeline incentive for closing, and a direct cash-value challenge to the Netflix transaction, increasing pressure on the competing deal.
The tender offer runs through March 2, 2026. WBD is expected to hold a special shareholder meeting by April 2026 to vote on the Netflix deal, setting a tight timeline that will test financing commitments, regulatory reviews, and shareholder preferences.
