Paramount sweetens WBD bid, but stops short of raising its per-share value

Core Viewpoint - Paramount Skydance has enhanced its offer for Warner Bros. Discovery (WBD) by introducing a "ticking fee" to demonstrate regulatory confidence, while maintaining its initial cash offer of $30 per share for WBD shareholders [1][2]. Offer Details - Paramount's offer remains at $30 per share in cash, which the company claims is superior to Netflix's pending transaction with WBD [1][2]. - The "ticking fee" is set at 25 cents per share per quarter for any delays in regulatory approval beyond December 31, 2026, amounting to approximately $650 million in cash value for each quarter the deal is not closed [3]. Financial Commitments - Paramount will cover the $2.8 billion termination fee that WBD would owe Netflix if their deal fails, and it will also eliminate a potential $1.5 billion refinancing cost of debt [4]. - The revised offer is fully financed by $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners, along with $54 billion in debt commitments from lenders including Bank of America, Citigroup, and Apollo [5]. Competitive Landscape - Netflix's acquisition of WBD's streaming and studio assets is projected to close within 12 to 18 months from its announcement in December, contingent upon the separation of WBD's TV networks expected in Q3 2026 [6]. - Netflix has amended its offer to $27.75 per share in cash, down from an initial equity value of $72 billion that included a mix of cash and stock [6]. Regulatory Context - Paramount's revised offer is influenced by antitrust concerns raised by lawmakers and industry insiders regarding Netflix's proposed deal [7]. - Netflix co-CEO Ted Sarandos has expressed confidence in securing regulatory approval for their deal, emphasizing its benefits for jobs and innovation in the media sector [8].