Fiction
Paramount raises $30-a-share cash offer for Warner Bros. Discovery
Enhanced offer adds ticking fee, break-fee cover and debt backstops as bidder claims faster regulatory path
LOS ANGELES/NEW YORK: Paramount Skydance has sharpened its takeover pitch for Warner Bros. Discovery (WBD), bolstering its $30-per-share all-cash tender offer with fresh financial sweeteners and a loud message to shareholders: more money, more certainty, less waiting.
The revised proposal introduces a $0.25-per-share quarterly “ticking fee” from January 1, 2027 for every quarter the deal remains open, worth roughly $650m in cash each quarter. Paramount is also offering to fund WBD’s $2.8bn termination fee to Netflix, shoulder up to $1.5bn of potential debt-refinancing costs and provide solutions around WBD’s $15bn bridge loan.
The bid values WBD’s equity at $78bn and enterprise value at $108bn, including net debt and non-controlling interests. Paramount says the offer is fully financed, backed by $43.6bn in equity commitments from the Ellison family and RedBird Capital Partners, plus $54bn in debt from Bank of America, Citigroup and Apollo. Larry Ellison has provided an irrevocable personal guarantee of $43.3bn covering the equity financing and potential damages.
Paramount certified compliance on February 9, 2026 with the US Department of Justice’s “second request” for information, triggering a 10-day waiting period under US merger rules. It also secured foreign investment clearance in Germany on January 27, 2026 and says it is engaging with regulators in the US, EU and UK. The company argues its deal raises few competition concerns, unlike Netflix, which it labels dominant in streaming and likely to face a long and uncertain review.
The media group is framing its pitch as a cleaner alternative to Netflix’s agreed transaction with WBD, where shareholder consideration is tied to the future financial state and debt load of a spun-off Discovery Global. According to WBD’s own proxy, the Netflix cash component ranges from $21.23 to $27.75 per share depending on debt levels.
Paramount argues that to reach the top end, Discovery Global would need to carry $17bn of debt, a level it calls unrealistic for a declining linear networks business. Citing peer Versant Media, trading near 3.5x EV/EBITDA with about 1.25x net leverage, Paramount says Discovery Global could end up with negligible equity value. On its maths, Netflix’s effective value could slip to about $26.75 per share, or as low as $23.20 if debt is reset to more conservative levels. It also notes WBD advisers produced a discounted cash-flow low of 72 cents per share for the spin-off.
To neutralise WBD board concerns, Paramount is offering to backstop a debt exchange to avoid a $1.5bn bondholder fee, reimburse that fee if both the exchange and the merger fail, and cover any incremental bridge-loan refinancing costs. It is also willing to match Netflix’s interim operating covenants and discuss protections if Discovery Global underperforms.
Paramount has urged the WBD board to declare that its revised bid could reasonably lead to a superior proposal, a step that would allow formal engagement under WBD’s agreement with Netflix. At the same time, it plans to solicit proxies against the Netflix deal at WBD’s special shareholder meeting and has called on investors to tender their shares in support of its offer.
David Ellison, chairman and chief executive of Paramount, said: “The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve. We are backing this offer with billions of dollars, providing certainty in value, a clear regulatory path and protection against market volatility.”
Ellison added in his letter to the board that the goal is “superior value and certainty”, arguing the revised terms eliminate what WBD had called $1.79 per share of potential value leakage. Paramount, he wrote, is prepared to work collaboratively to resolve any remaining concerns and bring the process to a rapid conclusion.
The fight now shifts to WBD’s board and shareholders, who must weigh a fixed $30 in hand against a variable Netflix package tied to a shrinking cable future. In a bruising media landscape, certainty is becoming its own currency, and Paramount is bidding as if it knows it.
Fiction
Paramount taps Pentwater Capital’s Halbower in push to reshape Warner Bros board
Skydance-backed bid eyes board shake-up to derail Netflix deal and win shareholder support
CALIFORNIA: The battle for control of Warner Bros. Discovery has moved beyond takeover talks and into the boardroom, as Paramount Global and Skydance Media reportedly prepare for a proxy fight. At the center of the push is Pentwater Capital founder Matthew Halbower, whose potential nomination to the board could reshape the outcome of the high-stakes standoff.
Paramount is seeking to block Warner Bros. Discovery’s proposed tie-up with Netflix, arguing that its own $108.4 billion all-cash offer represents a stronger alternative for shareholders. By backing a new slate of directors, the Skydance-backed bidder aims to install leadership more receptive to its proposal — and willing to abandon the Netflix agreement.
As the seventh-largest investor in Warner Bros. Discovery, Halbower wields considerable influence. The Pentwater Capital chief has already voiced sharp criticism of the board, accusing it earlier this year of a “breach of fiduciary duty” for rejecting Paramount’s offer without what he described as adequate engagement.
According to Reuters, Halbower has held discussions with Paramount about a potential board role, though no final decision has been confirmed. He reportedly characterized his candidacy as a last resort, suggesting that if the current board meaningfully negotiates with Paramount, his presence would not be required.
In a bid to strengthen its appeal to shareholders, Paramount Global has enhanced its takeover proposal with added financial safeguards. The revised offer includes a delay-protection clause that would grant shareholders an additional $650 million in cash for every quarter the transaction remains incomplete beyond this year. Paramount has also pledged to absorb the $2.8 billion breakup fee that Warner Bros. Discovery would owe Netflix if it terminates its existing agreement, removing a significant financial obstacle to the deal.
Paramount is not alone in challenging the status quo. Hedge fund Ancora Holdings has also accumulated a stake in Warner Bros. Discovery and publicly opposed the Netflix deal.
With reports suggesting Paramount could nominate enough directors to overturn a majority of the company’s 14-member board, Warner Bros. Discovery’s leadership now faces mounting pressure from influential shareholders. The outcome of this proxy battle will determine whether the media giant proceeds with its streaming partnership or pivots toward a massive cash acquisition.
