Paramount Welcomes WBD Talks, Details New Elements Of Sweetened $31 A Share Offer

Core Viewpoint - Paramount has expressed its approval of the Warner Bros. Discovery (WBD) board's assessment that its latest acquisition offer could be a viable option, providing further details on the enhanced terms of the proposal [1][2]. Group 1: Offer Details - Paramount has increased its cash offer to $31 per share for 100% of WBD, up from the previous offer of $30 [4]. - The revised offer includes an accelerated "ticking fee" of $0.25 per quarter starting after September 30, 2026, until the deal is finalized [4]. - Paramount has raised the regulatory termination fee to $7 billion if the transaction fails due to regulatory issues [4]. Group 2: Additional Commitments - Paramount has committed to providing additional equity funding as necessary to support the solvency certificate required by PSKY's lending banks [5]. - The definition of "Company Material Adverse Effect" has been adjusted to exclude the performance of WBD's Global Linear Networks business, closing a potential loophole [5]. - Paramount reaffirmed its obligation to pay a $2.8 billion termination fee to Netflix if the existing merger agreement is terminated [6]. - The company also confirmed it would eliminate WBD's potential $1.5 billion financing cost related to its debt exchange offer [6]. Group 3: Current Status and Next Steps - WBD is still in discussions with Paramount while maintaining its agreement with Netflix, which offers $27.75 per share for Warner's studios and streaming business [7]. - WBD has a fiduciary duty to evaluate all proposals but has previously rejected all of Paramount's offers until this latest one [7]. - For a switch in deal partners to occur, WBD's board must first determine that Paramount's revised proposal is superior, after which Netflix will have four business days to match the offer [8].