Paramount Sweetens WBD Tender Offer to $30/Share Plus Ticking Fee, Offers to Cover Netflix Breakup Costs
WBD has more than doubled off its 52-week low of $7.52 on light trading volume (0.4× avg).
Summary
Paramount Skydance Corporation has significantly enhanced its all-cash tender offer for Warner Bros. Discovery, proposing $30.00 per share plus a ticking fee, and offering to cover WBD's $2.8 billion Netflix termination fee and backstop a $1.5 billion debt refinancing cost.
Key Events · M&A and Partnerships · WBD
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Enhanced All-Cash Offer
Paramount increased its offer to $30.00 per share in cash, a premium to WBD's current stock price of $27.75, and added a 'ticking fee' of $0.00277778 per day (up to $0.25 per 90 days) if the deal extends beyond December 31, 2026.
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Covers Netflix Termination Fee
Paramount committed to prepay the $2.8 billion termination fee WBD would owe Netflix if the Netflix merger agreement is terminated, removing a significant financial hurdle for WBD to consider Paramount's offer.
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Debt Refinancing Backstop
Paramount offered to backstop a debt exchange and reimburse a potential $1.5 billion fee related to WBD's debt refinancing obligations, providing significant financial certainty.
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Regulatory Progress
Paramount announced compliance with the DOJ's 'second request' on February 9, 2026, and secured German foreign investment clearance, indicating progress towards regulatory approvals.
Analysis · WBD · Technology
This filing represents a significant escalation in the bidding war for Warner Bros. Discovery. Paramount's revised offer directly addresses key financial and regulatory uncertainties that may have deterred WBD shareholders from its previous bid and from considering terminating the Netflix agreement. The higher cash price, ticking fee, and commitment to cover substantial termination and refinancing costs make Paramount's offer highly competitive and potentially superior to the Netflix deal, which WBD recently amended to $27.75 per share. This move puts considerable pressure on WBD's board to engage with Paramount and could lead to a higher acquisition price for shareholders. The progress on regulatory approvals also adds credibility to Paramount's ability to close the transaction.
At the time of this filing, WBD was trading at $27.75 on NASDAQ in the Technology sector, with a market capitalization of approximately $67.4B. The 52-week trading range was $7.52 to $30.00. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.