Paramount Sweetens $30 Per Share Warner Bros Bid with Ticking Fee, Breakup Cover

Amid an intensifying takeover battle for Warner Bros. Discovery (WBD), Paramount Global has revised and enhanced its all cash offer by introducing a 25 cent per share quarterly ticking fee, while keeping its headline bid unchanged at $30 per share.

In its latest official statement, Paramount said it has introduced an incremental cash consideration of $0.25 per share for every quarter that the transaction does not close beyond December 31, 2026.

The ticking fee, equivalent to around $650 million in cash value each quarter from early 2027, will be payable to WBD shareholders.

It stated "Paramount has enhanced its offer with a $0.25 per share "ticking fee," payable to WBD shareholders for each quarter its transaction has not closed beyond December 31, 2026.......Paramount will fund $2.8 billion termination fee payable to Netflix and offers solutions to WBD's debt financing costs and obligations".

Paramount also reiterated that its $30 per share all cash offer provides superior value compared to Netflix’s proposed transaction.

Paramount Pledges to Cover $2.8 Billion Breakup Fee

According to WBD’s preliminary proxy statement filed with the US Securities and Exchange Commission on February 9, Netflix’s merger consideration ranges from a minimum of $21.23 to a maximum of $27.75 per share in cash, depending on debt levels at Discovery Global at the time of separation.

The company said it will fully fund the $2.8 billion termination fee payable to Netflix upon termination of the Netflix agreement.

Netflix had reached a friendly agreement in late 2025 to acquire WBD’s premium content and streaming assets for approximately $83 billion, a deal designed to merge the two streaming giants while spinning off WBD’s older cable networks into a separate entity.

Paramount, recently merged with Skydance Media, later launched a counter offer valued at $108.4 billion to acquire the entire company outright, including the cable channels that Netflix intended to leave behind.

Netflix’s agreement is currently valued at about $82.7 billion, and a shareholder vote on the $83 billion deal is expected by April.

Paramount Moves to Address WBD’s Debt and Financing Risks

Beyond the ticking fee and breakup coverage, Paramount has offered solutions to address WBD’s debt related concerns.

It pledged to eliminate the potential $1.5 billion financing cost linked to WBD’s debt exchange offer and will fully reimburse shareholders for this amount if the exchange is unsuccessful and the transaction does not close.

To enhance certainty, Paramount said its financing sources are prepared to refinance or extend the maturity of WBD’s existing $15 billion bridge loan, with any incremental costs covered by Paramount.

The company also committed to providing interim operating flexibility by matching any comparable covenants agreed between Netflix and WBD.

Paramount urged the WBD Board to engage with its revised proposal and said it will solicit proxies against the Netflix transaction at WBD’s upcoming special shareholder meeting, calling its own offer transparent, certain and superior for shareholders.

Activist investor Ancora Holdings plans to oppose the sale of WBD’s TV and film assets to Netflix and may launch a proxy fight.

The deadline for the current tender offer is ten days away. At this stage, despite the sweetened terms covering the breakup fee, refinancing costs and a quarterly ticking payment, shareholders appear to be looking for a more significant increase in price as the high stakes contest for the parent company of HBO, DC Studios and CNN enters a decisive phase.

(With inputs from ANI)