Warner Bros Discovery Paramount Bid Favored by Board
Warner Bros Discovery Paramount bid favored by the board; Netflix has four business days to match, creating a short deadline that could reprice deal risk.
KEY TAKEAWAYS
- Board designated Paramount Skydance's $31 per share proposal a 'Company Superior Proposal' and triggered a four-business-day match period.
- Netflix has four business days to match or withdraw under the merger agreement.
- Paramount Skydance pledged to cover WBD's $2.8 billion termination fee and a $7 billion regulatory fee.
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Warner Bros. Discovery said on Feb. 26, 2026, that its board determined Paramount Skydance’s revised offer constitutes a "Company Superior Proposal," triggering a four-business-day window for Netflix to match or withdraw and focusing the merger’s timetable.
Deal Terms, Financing, and Board Decision
Paramount Skydance proposed an all-cash offer to acquire 100% of Warner Bros. Discovery for $31 per share. The bid includes commitments to cover Warner Bros. Discovery’s $2.8 billion termination fee tied to the Netflix agreement and a $7 billion regulatory termination fee. Paramount Skydance’s financing package comprises $45.7 billion in equity from the Ellison Trust, guaranteed by Larry Ellison, and $57.5 billion in debt commitments from Bank of America Merrill Lynch, Citi, and Apollo. The deal also features a ticking fee of $0.25 per share per quarter starting after Sept. 30, 2026.
The Warner Bros. Discovery board confirmed receipt of Paramount Skydance’s revised proposal on Feb. 24. On Feb. 26, the board declared the offer a "Company Superior Proposal," activating the four-business-day match period under the existing Netflix merger agreement executed on Dec. 4, 2025. The board continues to recommend the Netflix transaction during this period.
Paramount Skydance’s Hart-Scott-Rodino antitrust waiting period expired at 11:59 p.m. ET on Feb. 19, clearing a key regulatory step. If Netflix does not match the offer and the board reaffirms Paramount Skydance’s proposal as superior, Warner Bros. Discovery may terminate its agreement with Netflix. Paramount Skydance’s path to control requires the match period to expire, the Netflix deal to end, and a definitive merger agreement to be signed.
"Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Constitutes a 'Company Superior Proposal,'" the company said in its statement.
