Paramount Skydance Corporation has revised its all‑cash tender offer for Warner Bros. Discovery, Inc. (WBD) to $30 per share, adding a $0.25 per‑share ticking fee that accrues each quarter the deal does not close after December 31 2026. The amendment also obligates Paramount to pay WBD’s $2.8 billion breakup fee that would be owed to Netflix if the Netflix‑led deal falls through, and to reimburse WBD for a potential $1.5 billion refinancing cost. The offer is fully financed with $43.6 billion of equity from the Ellison family and RedBird Capital Partners and $54 billion of debt from Bank of America, Citigroup and Apollo, giving the transaction a robust capital structure.
The $30‑per‑share price represents a premium of roughly 8 % over the $27.75 per share all‑cash offer that Netflix has presented to WBD shareholders. Paramount’s sweeteners—particularly the ticking fee, breakup‑fee coverage and refinancing reimbursement—are designed to address WBD’s concerns about the uncertainty of the Discovery Global spin‑off and the cost of restructuring its debt. The ticking fee, which translates to about $650 million in cash value each quarter, signals Paramount’s confidence that the deal will close and provides a financial incentive for WBD to expedite the transaction.
Paramount’s strategy is to position itself as the more certain and financially secure partner. By offering a higher cash price and covering the breakup fee that would otherwise be paid to Netflix, Paramount removes a key financial hurdle for WBD shareholders. The company also highlights its compliance with the Department of Justice’s second request for information, suggesting a smoother regulatory path than the Netflix deal, which is still under antitrust scrutiny. This competitive framing is intended to pressure WBD’s board to consider a vote against the Netflix proposal and to rally shareholder support for Paramount’s bid.
David Ellison, Chairman and CEO of Paramount Skydance, said the enhanced offer “underscores our unwavering commitment to delivering the full value WBD shareholders deserve.” The statement reflects Paramount’s belief that the combination of a higher cash price, breakup‑fee coverage and a ticking fee creates a more attractive and risk‑reduced proposition than the Netflix offer, which leaves shareholders exposed to the valuation of the spun‑off Discovery Global. The move also signals Paramount’s readiness to move quickly, as the ticking fee will increase the cost of delay for WBD if the deal does not close on schedule.
The announcement comes amid a broader industry consolidation trend, with major players vying for content libraries and streaming dominance. The competitive dynamics are intensified by the regulatory environment: Netflix’s deal faces a DOJ antitrust probe, while Paramount has already addressed the DOJ’s second request for information. The enhanced offer is expected to influence the upcoming special meeting of WBD shareholders scheduled for April 2026, where the board will decide whether to proceed with the Netflix transaction or consider alternative proposals.
The enhanced tender offer positions Paramount Skydance as a serious contender in the battle for Warner Bros. Discovery’s assets. By offering a higher cash price, covering the breakup fee, and adding a ticking fee, Paramount seeks to create a compelling alternative to Netflix’s proposal, potentially reshaping the shareholder vote and the future of the media landscape.
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