Key Moments
- Warner Bros. Discovery Inc. (NASDAQ:WBD) shares climbed 2% after Paramount Skydance Corporation (NASDAQ:PSKY) enhanced its $30 per share all-cash takeover proposal.
- The revised offer adds a $0.25 per share quarterly ticking fee starting January 1, 2027, if the deal remains unfinished after December 31, 2026, and addresses WBD’s $2.8 billion termination fee to Netflix Inc. (NASDAQ:NFLX).
- The bid is supported by $43.6 billion in equity and $54.0 billion in debt commitments, while the tender offer deadline has been pushed to March 2, 2026, with 42.3 million WBD shares tendered as of February 9.
Paramount Increases Financial Sweeteners in Takeover Bid
Warner Bros. Discovery Inc. (NASDAQ:WBD) stock rose 2% on Tuesday after Paramount Skydance Corporation (NASDAQ:PSKY) upgraded the terms of its proposed acquisition. Paramount is maintaining its $30 per share all-cash offer but is layering in additional economic incentives aimed at making the deal more compelling for Warner Bros. Discovery shareholders.
A new component of the offer is a quarterly “ticking fee” of $0.25 per share. This fee would begin to accrue on January 1, 2027, if the transaction has not been completed by December 31, 2026. Paramount estimates that this feature would contribute roughly $650 million in extra cash value every quarter, which it says reflects its confidence in obtaining regulatory clearances promptly.
Addressing Netflix Termination Fee and Debt Costs
A key enhancement in the revised proposal is Paramount’s agreement to assume Warner Bros. Discovery’s $2.8 billion termination fee obligation to Netflix Inc. (NASDAQ:NFLX). This addresses a major financial hurdle tied to Warner Bros. Discovery’s existing merger agreement with Netflix.
The Warner Bros. Discovery board had previously turned down Paramount’s offer in December 2025, concluding that it was not in the best interests of shareholders and did not qualify as a “Superior Proposal” under the terms of the current agreement with Netflix.
Paramount is also seeking to remove potential financing friction for Warner Bros. Discovery by backstopping a bond exchange offer. This step is designed to eliminate an estimated $1.5 billion in debt financing costs for WBD. Under the plan, Paramount has committed to reimburse shareholders if the bond exchange is unsuccessful and the transaction ultimately fails to close.
Funding Structure and Guarantees
The strengthened takeover proposal is supported by sizable funding commitments. Paramount has secured $43.6 billion in equity commitments from the Ellison Family and RedBird Capital Partners. On the debt side, it has lined up $54.0 billion in commitments from Bank of America, Citigroup and Apollo.
In addition, Larry Ellison has provided a personal guarantee covering $43.3 billion, underscoring the depth of financial backing behind the bid.
| Component | Details |
|---|---|
| Offer price | $30 per share, all cash |
| Ticking fee | $0.25 per share per quarter starting January 1, 2027, if deal not closed by December 31, 2026 |
| Netflix termination fee coverage | Paramount to cover WBD’s $2.8 billion obligation |
| Debt financing cost relief | Backstop of bond exchange to remove $1.5 billion in potential costs |
| Equity commitments | $43.6 billion from Ellison Family and RedBird Capital Partners |
| Debt commitments | $54.0 billion from Bank of America, Citigroup and Apollo |
| Larry Ellison guarantee | $43.3 billion personal guarantee |
Tender Offer Timeline and Shareholder Response
Paramount has extended the expiration date of its tender offer to March 2, 2026, giving shareholders more time to assess the revised proposal and its expanded protections. As of February 9, a total of 42.3 million Warner Bros. Discovery shares had been tendered into the offer.
Warner Bros. Discovery has not yet issued a response to Paramount’s latest, enhanced bid.
TradingPedia.com is a financial media specialized in providing daily news and education covering Forex, equities and commodities. Our academies for traders cover 
