Paramount Skydance has sweetened its pitch to Warner Bros. Discovery shareholders, adding an additional $0.25 per share “ticking fee” for each quarter the transaction is not closed beyond December 31, 2026.
The latest offer, Paramount says, underscores its “confidence in the speed and certainty of regulatory approval for its transaction.”
The company said it will fund the $2.8 billion termination fee payable to Netflix. It will also eliminate WBD’s potential $1.5 billion financing cost associated with its debt exchange offer. The company also said that it is fully prepared to finance WBD’s existing $15 billion bridge loan should the maturity not be extended.
Further, Paramount says it is open to discussing with the WBD board contractual solutions to account for the possibility of continuing deteriorating financial performance at WBD’s linear networks business.
The newly updated offer is fully financed by an increased $43.6 billion of equity commitments from the Ellison family and RedBird Capital Partners and $54.0 billion of debt commitments from Bank of America, Citigroup and Apollo. The deal includes an irrevocable personal guarantee from Larry Ellison of $43.3 billion,.
David Ellison, chairman and CEO of Paramount, said: “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 for their investment. We are making meaningful enhancements—backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”
Paramount secured clearance for its tender offer from the foreign investment authorities in Germany. Other regulatory processes are ongoing.
“Paramount’s acquisition of WBD is pro-consumer, pro-creative talent and therefore pro-competitive—and importantly addresses the concerns raised by content creators, the talent community and theatrical movie exhibitors,” the company said. “It will strengthen Hollywood’s iconic role in global media which has been under continuous pressure from tech and streaming giants over the last two decades.”
The Paramount statement continues, “WBD shareholders deserve a real choice and the truth about how the two transactions compare. Paramount’s offer is transparent and certain—a fixed value of $30 per share in cash. The Netflix transaction is complex and uncertain—a range with a low of $21.23 to a high of $27.75 per share in cash, plus equity in Discovery Global whose business is in decline and would need to support an unrealistic debt load of $17 billion (at June 30, 2026) to achieve the high end of the Netflix consideration range.”
