Paramount Skydance Corporation (PSKY) announced an amended, unsolicited tender offer on February 10, 2026 to acquire all outstanding shares of Warner Bros. Discovery (WBD) at $30 per share in all‑cash consideration. The revised offer adds a $0.25‑per‑share “ticking fee” that accrues each quarter the transaction remains unclosed beyond December 31, 2026, and commits to covering the $2.8 billion breakup fee that WBD would owe Netflix if the Netflix deal collapses. Paramount also certified compliance with the Department of Justice’s Second Request for Information on February 9, 2026, a key step in the regulatory review process.
The sweetening of the offer is a calculated move to outbid Netflix’s $27.75‑per‑share all‑cash proposal. By adding a quarterly incentive and absorbing the breakup cost, Paramount signals confidence that the deal will close before the end of 2026 and seeks to make its bid more attractive to WBD shareholders. The added terms reduce the financial risk for WBD investors and increase the likelihood that the transaction will be approved by the WBD board, which has consistently endorsed the Netflix deal but has advised shareholders to wait for a formal recommendation.
If the acquisition closes, Paramount will integrate Warner’s studio and streaming assets, expanding its content library and subscriber base. The deal also positions Paramount to compete more aggressively in the streaming wars, potentially creating synergies in content production, distribution, and technology. However, the transaction will face heightened regulatory scrutiny, and the DOJ’s Second Request indicates that antitrust concerns remain a significant hurdle. Paramount’s commitment to cover the breakup fee and its recent DOJ compliance certification are intended to mitigate some of these concerns and demonstrate its readiness to proceed.
David Ellison, CEO of Paramount Skydance, said the company’s “superior all‑cash offer” provides WBD shareholders with a clear, risk‑free payout and a stronger chance of a successful merger. He emphasized that the ticking fee and breakup‑fee coverage are designed to give shareholders confidence that the deal will close before the end of 2026, thereby protecting them from the potential costs of a failed transaction. The CEO also highlighted Paramount’s robust financing plan, which includes equity commitments from the Ellison family and RedBird Capital Partners, as well as debt support from major financial institutions.
The announcement comes at a time when the media‑merger landscape is intensifying. Paramount’s move is expected to prompt a formal vote by WBD shareholders in the coming weeks, while regulators will continue to evaluate the transaction’s competitive impact. The outcome will shape the strategic direction of both companies and influence the broader industry’s consolidation trajectory.
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