{"id":418453,"date":"2026-02-10T18:23:08","date_gmt":"2026-02-10T18:23:08","guid":{"rendered":"https:\/\/www.newsbeep.com\/uk\/418453\/"},"modified":"2026-02-10T18:23:08","modified_gmt":"2026-02-10T18:23:08","slug":"paramount-sweetens-offer-for-warner-bros-discovery","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/uk\/418453\/","title":{"rendered":"Paramount Sweetens Offer For Warner Bros. Discovery"},"content":{"rendered":"

\n\tParamount<\/a> has enhanced its offer for Warner Bros. Discovery<\/a>, not formally upping its $30-a-share cash bid, but injecting a\u00a0new $0.25\u00a0per share so-called \u201cticking fee\u201d payable to WBD shareholders for each quarter its transaction has not closed beyond\u00a0December 31, 2026.<\/p>\n

\n\tIt said the move comes to about\u00a0$650 million\u00a0in cash value each quarter and underscores\u00a0\u201cParamount\u2019s\u00a0confidence in the speed and certainty of regulatory approval for its transaction.\u201d It also agreed to fund\u00a0a $2.8 billion termination fee that would be payable to Netflix and ticked off a series of concessions around WBD\u2019s debt financing costs and obligations.<\/p>\n

\n\tWarner Bros. Discovery has a deal to sell its studios and streaming assets to Netflix and advised shareholders several times to reject a hostile takeover offer from David Ellison<\/a>\u2018s company, which is looking to acquire all of WBD. There\u2019s a full-out PR battle raging as executives of all three court content creators, unions, Warner shareholders, politicians and regulators on both sides of the Atlantic. The giant streamer late last month upgraded its offer<\/a> of $27.75 a share from cash-and-stock to all cash.<\/p>\n

\n\tWBD has yet to set a date for a special meeting in April where shareholders will vote on the Netflix transaction. It\u2019s been urging them to cast a yes vote. Paramount is aggressively lobbying them to vote no and, meanwhile, to tender their WBD shares to Paramount. The Ellisons have said they are planning to run an alternate slate of directors for election at WBD\u2019s annual meeting, which comes later.<\/p>\n

\n\tBoth deals are expected to have long lead times to close. Netflix is not buying the cable assets and its agreement would see WBD spin off linear television into a separate public company called Discovery Global.<\/p>\n

\n\tParamount is ramping up the pressure with its announcement today. The $2.8 billion termination fee that would be due to Netflix if WBD switches sides has, for instance, has been an objection raised by the Warner board, which confirmed receipt of the amended offer. It will \u201ccarefully review and consider\u201d it and issue a recommendation. Meanwhile, the board stressed that it still backs the Netflix deal and advised stockholders not to take any action on Paramount\u2019s latest unsolicited offer.<\/p>\n

\n\tParamount\u2019s other new commitments include eliminating WBD\u2019s potential\u00a0$1.5 billion financing cost by fully backstopping an exchange offer that relieves WBD of its contractual bondholder obligations.\u00a0Par said it will fully reimburse WBD\u2019s shareholders for the\u00a0$1.5 billion fee without reducing a separate\u00a0$5.8 billion termination fee. That\u2019s the amount Paramount (and Netflix) have agreed to pay WBD if an acquisition fails to close. <\/p>\n

\n\tAlso, if WBD\u2019s financing sources will not extend the maturity of WBD\u2019s existing\u00a0$15 billion\u00a0bridge loan,\u00a0Paramount said its own debt financing sources \u201care fully prepared to do so, with any incremental costs covered by\u00a0Paramount. Alternatively,\u00a0Paramount will permit WBD to structure permanent financing in any way it chooses so long as the debt is redeemable at a commercially reasonable cost.\u201d<\/p>\n

\n\tParamount\u00a0said it will provide WBD flexibility between signing and closing, including by matching any comparable Netflix interim operating covenants. It said it\u00a0\u201cis open to discussing with the WBD Board of Directors contractual solutions to account for the possibility of continuing deteriorating financial performance beyond what WBD is currently projecting for its linear network business.\u201d <\/p>\n

\n\tParamount\u2019s\u00a0amended offer is now fully financed by an increased\u00a0$43.6 billion\u00a0of equity commitments from the\u00a0Ellison Family\u00a0and\u00a0RedBird Capital Partners\u00a0and\u00a0$54 billion\u00a0of debt commitments from\u00a0Bank of America, Citigroup and Apollo.<\/p>\n

\n\tFinancing includes \u201can irrevocable personal guarantee\u201d from\u00a0Oracle co-founder Larry Ellison<\/a> of\u00a0$43.3 billion covering the equity financing as well\u00a0any\u00a0damages claims against\u00a0Paramount.<\/p>\n

\n\t\u201cWhile we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize. If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns,\u201d David Ellison wrote in a letter to the WBD board released publicly and in an SEC filing today.<\/p>\n

\n\tParamount claims the WBD board has consistently refused to engage with it over the course of multiple offers, which Warner has denied. <\/p>\n

\n\tMore to come<\/p>\n","protected":false},"excerpt":{"rendered":"Paramount has enhanced its offer for Warner Bros. Discovery, not formally upping its $30-a-share cash bid, but injecting…\n","protected":false},"author":2,"featured_media":418454,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[5],"tags":[84,16384,59,48649,3770,21409,56,54,55,18200],"class_list":{"0":"post-418453","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-business","8":"tag-business","9":"tag-david-ellison","10":"tag-gb","11":"tag-larry-ellison","12":"tag-paramount","13":"tag-paramount-skydance","14":"tag-uk","15":"tag-united-kingdom","16":"tag-unitedkingdom","17":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/posts\/418453","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/comments?post=418453"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/posts\/418453\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/media\/418454"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/media?parent=418453"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/categories?post=418453"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/uk\/wp-json\/wp\/v2\/tags?post=418453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}