Paramount Skydance has increased the pressure in its pursuit of Warner Bros. Discovery by revising its unsolicited takeover proposal. The company maintained its core $30-per-share bid but introduced significant new financial incentives to sway shareholders and the board.
Revised Terms Add Financial Sweeteners
The amended offer includes a "ticking fee" that would increase the payout by $0.25 per share for every 90-day delay beyond December 31, 2026—a provision worth approximately $650 million per period. Paramount also committed to covering the $2.8 billion termination fee Warner Bros. Discovery would owe Netflix if it abandons that agreement, and pledged up to $1.5 billion for related bondholder expenses.
Warner Bros. Discovery confirmed its board will evaluate the new proposal but reiterated its current recommendation in favor of the existing merger pact with Netflix. That all-cash agreement is valued at $27.75 per share, though regulatory filings indicate the final payment could be reduced if additional debt is allocated to the streaming and studio assets rather than the planned Discovery Global cable network spin-off.
Shareholder Support and Market Context
Support for Paramount's tender offer has shown volatility. As of February 9, approximately 42.3 million WBD shares had been tendered, a sharp decline from the 168.5 million shares reported in late January. Paramount CEO David Ellison emphasized the company's financial commitment, stating the revised terms provide greater certainty for investors.
The competing proposals unfold as the media industry grapples with the value of scale in the streaming era, amid declining traditional cable profits and substantial content investment requirements. For Warner Bros. Discovery shareholders, the decision increasingly centers on the certainty and timing of cash returns.
Analysts remain skeptical that the new incentives will alter the trajectory. Some have characterized the move as an attempt to see what might gain traction. Paramount has argued that under certain debt allocation scenarios similar to other industry transactions, the effective Netflix payout could fall to around $23.20 per share.
The Netflix-WBD agreement, amended last month to an all-cash structure, includes a $5.8 billion reverse termination fee payable by Netflix if antitrust approvals fail under specific conditions. The deal has a closing deadline of March 4, 2027, subject to extensions for regulatory review.
