New York Post·2026-02-10 23:18Core Viewpoint - Warner Bros. Discovery (WBD) is under pressure to consider Paramount Skydance's revised $78 billion takeover offer, primarily due to regulatory concerns surrounding its existing deal with Netflix, rather than the attractiveness of the offer itself [1][5]. Group 1: Paramount's Offer Details - The new terms of Paramount's offer include covering a $2.8 billion breakup fee to exit the Netflix agreement and a "ticking fee" of 25 cents per share for delays in regulatory approval, paid quarterly after December 31 [2]. - The revised offer does not meet WBD CEO David Zaslav's expectations, lacking a $3 per share increase on top of the $30 per share cash bid and failing to secure a personal guarantee from Larry Ellison for the $50 billion debt associated with the deal [3][5]. Group 2: Regulatory Environment - WBD's decision-making is heavily influenced by increasing antitrust scrutiny on Netflix, which is facing challenges regarding its $73 billion acquisition of WBD's Warner Bros. studio and HBO Max streaming service [5][13]. - The scrutiny includes a bipartisan Senate Judiciary Committee hearing that criticized Netflix's business practices, indicating a potential regulatory backlash against the streaming giant [9]. Group 3: Shareholder Considerations - WBD's shareholders are reportedly inclined to approve the Netflix deal, fearing a drop in stock value if the deal is rejected, as the stock could revert to around $12 [7]. - The proximity of Paramount's $30 per share bid to Netflix's $27.75 offer, combined with the value of an upcoming spinoff of WBD's cable properties, complicates the decision for shareholders [8]. Group 4: Financial Implications - If WBD were to walk away from the Netflix deal, it could result in a $5.8 billion windfall from the breakup fee, but this would also lead to a significantly lower stock price for shareholders [16].