Acquisition – Paramount Raises Cash Offer in WBD Battle
Acquisition – Paramount has stepped up its pursuit of Warner Bros. Discovery by sweetening its all-cash proposal, escalating an already high-stakes contest for control of one of the world’s largest entertainment companies. The revised offer introduces a new financial incentive designed to reassure shareholders as regulatory and financing questions loom over the deal.
Paramount Adds Quarterly “Ticking Fee” Incentive
In a statement issued Tuesday, Paramount confirmed it has added a 25-cent per share “ticking fee” to its proposal. The payment would apply for every quarter the transaction remains incomplete after December 31, 2026.
The company estimates that the quarterly payout would amount to roughly 650 million dollars in additional cash value for Warner Bros. Discovery shareholders. The mechanism is intended to compensate investors if regulatory reviews or other delays extend the timeline for closing the transaction.
Paramount also emphasized that it would cover a 2.8 billion dollar termination fee currently tied to a competing agreement with Netflix. According to the company, this commitment removes a major financial hurdle should Warner Bros. Discovery decide to withdraw from its existing deal.
Competing Offer From Netflix
The battle centers on control of Warner Bros. Discovery, the parent company of HBO, DC Studios and CNN.
Netflix had previously reached what was described as a friendly agreement to acquire WBD’s premium content and streaming operations in a transaction valued at approximately 83 billion dollars. That proposal included plans to separate WBD’s traditional cable networks into a standalone entity while combining streaming assets.
A preliminary proxy filing submitted to the US Securities and Exchange Commission on February 9 outlined Netflix’s proposed merger consideration. Under that framework, shareholders would receive between 21.23 dollars and 27.75 dollars per share in cash, with the final amount dependent on debt levels at Discovery Global at the time of separation.
Paramount argues that its 30-dollar per share all-cash bid delivers stronger and more certain value compared with Netflix’s variable range.
Addressing Debt and Financing Concerns
Beyond the headline price, Paramount’s latest proposal seeks to ease concerns surrounding WBD’s debt obligations. The company said it would eliminate a potential 1.5 billion dollar financing cost associated with WBD’s debt exchange offer. If that exchange were unsuccessful and the deal failed to close, Paramount pledged to reimburse shareholders in full for the amount.
Additionally, Paramount stated that its financing partners are prepared to refinance or extend the maturity of WBD’s existing 15 billion dollar bridge loan. Any incremental expenses tied to such refinancing would be absorbed by Paramount.
To provide further stability during the review period, the company also committed to matching any interim operating covenants that WBD may have agreed upon with Netflix.
From Friendly Deal to Bidding War
The takeover dispute began in late 2025 when Netflix unveiled its agreement with WBD. Initially viewed as a strategic alignment between two major streaming players, the transaction quickly attracted scrutiny due to its scale and potential impact on the entertainment landscape.
The dynamic shifted dramatically when Paramount Global—fresh from its merger with Skydance Media—entered the fray with a 108.4 billion dollar counteroffer to acquire the entire company outright, including cable assets that Netflix had intended to spin off.
Since then, negotiations have intensified, marked by legal positioning, shareholder outreach and competing financial assurances. While the WBD board initially expressed support for the Netflix arrangement, Paramount’s enhanced proposal is aimed squarely at persuading investors that its offer carries fewer uncertainties and stronger long-term value.
Shareholder Vote Looms
Paramount has urged the WBD board to engage directly with its revised terms. It also confirmed plans to solicit proxies opposing the Netflix transaction at WBD’s upcoming special shareholder meeting.
As the deadline approaches, shareholders face a pivotal choice between two markedly different visions for the future of Warner Bros. Discovery. The outcome is expected to reshape the competitive balance within the global streaming and media industry.