Paramount Skydance Corporation announced that it has amended and enhanced its $30 per share all-cash tender offer to acquire Warner Bros. Discovery, Inc. (WBD), positioning the revised proposal as superior in both value and execution certainty to the competing transaction agreed between WBD and Netflix.
The revised offer introduces a quarterly “ticking fee” of $0.25 per share beginning January 1, 2027, payable for each quarter the transaction remains pending beyond December 31, 2026. Paramount stated that the additional consideration—equivalent to approximately $650 million per quarter—demonstrates its confidence in securing timely regulatory approval.
Paramount also committed to funding the $2.8 billion termination fee payable to Netflix upon termination of WBD’s existing merger agreement. In addition, the company outlined measures designed to eliminate potential value leakage associated with WBD’s debt refinancing obligations. These include fully backstopping a proposed debt exchange offer to relieve WBD of contractual bondholder obligations and reimbursing shareholders for up to $1.5 billion in related financing costs should certain contingencies arise. Paramount further indicated that its financing partners are prepared to refinance or extend WBD’s existing $15 billion bridge loan, with any incremental costs borne by Paramount.
The amended proposal is fully financed through $43.6 billion in equity commitments from the Ellison Family and RedBird Capital Partners and $54.0 billion in debt commitments from Bank of America, Citigroup and Apollo. The equity financing is supported by an irrevocable personal guarantee from Larry Ellison totaling $43.3 billion, covering both the transaction and associated commitments.
Paramount contrasted its fixed $30 per share cash offer with the consideration available under the Netflix transaction, which—according to WBD’s preliminary proxy materials—ranges from $21.23 to $27.75 per share in cash depending on the debt allocated to Discovery Global at the time of separation. Paramount argued that the Netflix structure exposes shareholders to uncertainty regarding both the ultimate cash component and the value of equity in Discovery Global, whose financial profile would depend on leverage levels and market conditions at the time of separation.
Citing valuation comparisons and leverage metrics observed in comparable companies, Paramount asserted that the higher end of the Netflix consideration range may be difficult to achieve without assigning substantial debt to Discovery Global, potentially reducing the effective cash delivered to shareholders. The company further emphasized the time value of money, noting that a prolonged regulatory review of the Netflix transaction could diminish the present value of its headline consideration.
On the regulatory front, Paramount confirmed that on February 9, 2026, it certified compliance with the U.S. Department of Justice’s Second Request for information, initiating the statutory waiting period under U.S. antitrust rules. The company also reported that it secured clearance from Germany’s foreign investment authorities on January 27, 2026, and stated that it continues to engage with competition authorities in the United States, the European Union and the United Kingdom.
Paramount reiterated its intention to solicit proxies against the proposed Netflix transaction at WBD’s upcoming special shareholder meeting and urged shareholders to tender their shares in support of its offer. The company extended the expiration date of its tender offer to March 2, 2026. As of February 9, 2026, more than 42 million shares had been validly tendered and not withdrawn.
In a letter to WBD’s Board of Directors, Paramount urged directors to determine that its amended proposal could reasonably be expected to lead to a superior outcome for shareholders and to engage in discussions accordingly. The company described its objective as delivering greater value, enhanced certainty and a clearer regulatory pathway compared with the alternative transaction.
The outcome of the competing bids now turns on shareholder and regulatory approval processes, as WBD investors weigh a fixed all-cash offer against a more complex cash-and-equity merger structure subject to variable financial assumptions and extended review timelines.