#USA #Netflix #Warner Bros #Paramount #Los Angeles, New York

Paramount Enhances Its Offer for Warner Bros. Discovery

On February 10, 2026, Paramount Skydance Corporation announced enhancements to its all-cash offer to acquire Warner Bros. Discovery, Inc. (WBD). With the increase in its proposal to $30 per share, Paramount stresses that its offer is more appealing and provides greater certainty than Netflix's competing offer.

Key Enhancements

Paramount's revised offer includes several key enhancements that aim to reassure WBD shareholders:

• - Ticking Fee: Paramount has introduced a $0.25 per share ticking fee for WBD shareholders, accruing for each quarter the transaction remains unclosed past December 31, 2026. This translates to approximately $650 million in incremental cash value each quarter, highlighting Paramount’s confidence in securing rapid regulatory approvals.
• - Termination Fee: The company takes on the responsibility of a $2.8 billion termination fee owed to Netflix, further demonstrating its commitment to facilitating this acquisition.
• - Debt Financing Solutions: Paramount is addressing potential costs associated with WBD's debt financing obligations, aiming to alleviate a distressing $1.5 billion debt financing cost amidst WBD's restructuring.

Regulatory Progress

As of February 9, 2026, Paramount has fulfilled a second request for information from the Department of Justice regarding its tender offer. Furthermore, the company acquired necessary clearance from German investment authorities on January 27, 2026. Such regulatory advancements underline Paramount’s preparedness and proactive stance in moving this deal forward.

David Ellison, Chairman and CEO of Paramount, emphasized the thoroughness of their offer in securing WBD shareholder interests:

"The additional benefits of our superior $30 per share offer underscore our commitment to delivering full value to WBD shareholders."

Comparisons with Netflix's Offer

Paramount’s offer claimed to be definitively superior not just in cash value but also in certainty. In contrast, Netflix's offer, although appearing enticing with upswing valuations, poses significant risks due to uncertainty in cash transactions. The proposed payments range from a minimum of $21.23 to a maximum of $27.75, which depends significantly on the financial condition of Discovery Global—WBD’s subsidiary—which is currently facing substantial declines.

Potential Challenges for Netflix's Proposal

WBD shareholders have been warned that accepting Netflix's offer could potentially lock them into debt and lead to further dilution of value. Paramount cited that if WBD were to allocate $17 billion in debt to Discovery Global upon separation, it could bring down the total cash consideration to as low as $23.20 per share. This highlights a stark contrast to Paramount’s straightforward cash offer of $30.00, which is 12% higher than Netflix's maximum offer.

Ellison pointed out the risks associated with Netflix's deal:

"Comparatively, our offer provides certainty in value, while requiring WBD shareholders to navigate unknowns with Netflix’s partnership."

Encouraging WBD Shareholders

In its continued campaign to secure WBD shareholders' support, Paramount urges these stakeholders to express their preference for its offer, emphasizing the transparency and security of its bid. The message encourages WBD shareholders to tender their shares without delay, assuring that the Paramount acquisition would bolster not only the company’s market position but also its contributions to Hollywood’s creative landscape.

Paramount’s proposal seeks to present a timely and significant offer as WBD faces critical decisions about its financial future amidst competing bids. The company appears optimistic about its trajectory towards completion, signaling a determination to finalize the acquisition and affirm its place within the media sector.

As the situation evolves, Paramount’s proactive enhancements and shareholder engagement efforts mark a notable chapter in the dynamics of media mergers and acquisitions, defining the competitive landscape ahead.