Paramount Skydance Corp (NASDAQ:PSKY) announced Tuesday that it has amended its $30 per share, all-cash tender offer to acquire Warner Bros Discovery Inc (NASDAQ:WBD, XETRA:J5A), adding new provisions designed to provide shareholders with additional value and regulatory certainty.
The move comes amid a competing agreement between WBD and Netflix Inc (NASDAQ:NFLX, XETRA:NFC) to acquire the company’s studio and streaming assets, excluding cable networks, for $27.75 per share in cash.
Paramount's enhanced offer includes a $0.25 per share “ticking fee” for each quarter the transaction extends beyond December 31, 2026, equivalent to approximately $650 million per quarter.
Paramount also committed to covering Warner Bros. Discovery’s $2.8 billion termination fee payable to Netflix and pledged support for $1.5 billion in WBD debt refinancing costs.
Paramount noted that its offer remains fully financed, including $43.6 billion in equity commitments from the Ellison Family and RedBird Capital Partners, $54 billion in debt commitments from Bank of America, Citigroup, and Apollo, and a personal guarantee from Larry Ellison covering $43.3 billion in equity financing.
Paramount believes its all-cash offer provides more immediate value and regulatory certainty for shareholders compared with the Netflix proposal, which is partially dependent on Discovery Global’s debt capacity.
The company has also indicated readiness to address WBD operational flexibility, interim operating covenants, and potential deteriorating performance of WBD’s linear network business.
"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 for their investment,” Paramount CEO David Ellison said in a statement.
“We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility."
Shares of Paramount added 1.2% on the update at about $11, while Warner Bros shares were up 2.2% at about $28, and Netflix shares added 1.8% at about $83.