Paramount enhances its offer to WBD without boosting the per-share valuation, signaling stronger confidence in regulatory approval while keeping its headline price unchanged.
Paramount Skydance announced Tuesday that it has upgraded its hostile bid for Warner Bros. Discovery, introducing several new incentives designed to reassure shareholders and address regulatory timing risks. Notably, the company stopped short of increasing its $30-per-share, all-cash offer that it first unveiled in December.
The revised proposal adds a “ticking fee,” a mechanism intended to compensate WBD shareholders if regulatory approvals delay the closing of a potential merger. Paramount set the fee at 25 cents per share for every quarter beyond the end of 2026 that the transaction remains incomplete—an amount that equates to roughly $650 million in additional cash value per quarter.
According to Paramount, the ticking fee underscores its belief that regulatory clearance would be swift and certain.
“The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve,” said David Ellison. He added that the enhancements provide certainty, regulatory clarity, and protection against market volatility.
Billions in Added Backing and Protections
Beyond the ticking fee, Paramount said it would cover the $2.8 billion termination fee WBD would owe Netflix if WBD were to abandon its pending transaction with the streaming giant. Paramount also pledged to remove up to $1.5 billion in potential refinancing costs tied to WBD’s debt.
The company emphasized that the enhanced offer is fully financed, supported by $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners, along with $54 billion in debt commitments from lenders including Bank of America, Citigroup, and Apollo.
WBD confirmed receipt of the amended bid and said its board would review the proposal. So far, the board has consistently advised shareholders to reject Paramount’s offer. Paramount has also filed a lawsuit seeking more transparency around WBD’s sale process and valuation, and has indicated plans to nominate its own slate of directors.
Shareholder Appeal Continues
RedBird founder Gerry Cardinale described the revised bid as an effort to remove obstacles that have prevented meaningful engagement.
“What we’ve done is perfected the offer by taking off the table what I’d call the more clerical items,” Cardinale said, adding that Paramount and RedBird are prepared to continue making their case directly to shareholders if the board remains unresponsive.
Competitive Pressure From Netflix Deal
Meanwhile, Netflix’s proposed acquisition of WBD’s streaming and studio assets—announced in December—faces its own regulatory timeline, with an estimated closing window of 12 to 18 months following the planned separation of WBD’s TV networks in 2026. Netflix later revised its offer to $27.75 per share in cash, down from an earlier cash-and-stock deal valued at $72 billion.
Paramount’s renewed push leans heavily on antitrust questions raised by lawmakers and industry observers around the Netflix transaction. Netflix co-CEO Ted Sarandos has publicly expressed confidence that regulators would approve that deal, arguing it would be pro-consumer and job-preserving.
For now, Paramount is betting that richer protections—not a higher price—will ultimately persuade WBD shareholders that its proposal delivers greater certainty and value.
