Paramount Skydance said on Tuesday that it had softened its offer for Discovery of Warner Bros.adding so-called ticking fees to signal regulatory confidence, among other new elements.
Paramount, however, did not increase its offer per share to WBD shareholders. In December, Paramount launched a hostile takeover bid for all of Warner Bros. Discovery at $30 per share, all cash. The company says its offer is higher than a pending transaction between Warner Bros. Discovery and Netflix.
“The additional benefits of our premium all-cash offer of $30 per share clearly underscore our strong and unwavering commitment to delivering the full value that WBD shareholders deserve for their investment,” Paramount CEO David Ellison said in a statement. “We are making significant improvements by backing this offering with billions of dollars, providing shareholders with certainty of value, a clear regulatory pathway and protection against market volatility.”
“Ticking fees” are payable to WBD shareholders for any potential delay in receiving regulatory approval for a Paramount-WBD combination.
Paramount set the fee at 25 cents per share, per quarter in which the transaction did not close after the end of 2026, “underscoring Paramount’s confidence in the speed and certainty of regulatory approval of its transaction,” the company said.
The so-called ticking fee equates to approximately $650 million in cash value each quarter for each quarter in which the deal does not close after Dec. 31.
Additionally, Paramount said Tuesday that it would finance the $2.8 billion termination fee that Warner Bros. Discovery would owe Netflix if that deal fell through, and it would also eliminate a potential debt refinancing cost of $1.5 billion.
Paramount said the revised offering — including ticking fees, termination fee financing and refinancing — is “fully funded” by $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners, as well as $54 billion in debt commitments from lenders Bank of America, Citigroup and private equity firm Apollo.
Gerry Cardinale of RedBird Capital Partners told CNBC’s David Faber on Tuesday that the amended offer was an effort to “continue to strengthen and perfect” Paramount’s offer.
“What we did was we perfected it by taking off the table all of the what I call more administrative elements that they were using to suggest that they wouldn’t engage with us,” said Cardinale, the company’s founder.
If WBD still rejects the offer, Cardinale said RedBird and Paramount will continue to go directly to shareholders to make their case, although he said he believes there is no reason for the board not to engage.
“Our agreement is perfectly aligned with providing the best value and the best certainty – that has never changed,” he said.
Netflix’s proposed acquisition of WBD’s streaming and studio assets is expected to be finalized in 12 to 18 months from the deal’s announcement in December. This deal would be concluded after the separation of WBD’s television networks, such as CNN, TBS and Discovery, planned for the third quarter of 2026.
Last month, Netflix changed its own bid for WBD’s assets to pay $27.75 per share in all cash. The initial transaction consisted of a combination of cash and stock with an equity value of $72 billion.
Paramount’s revised offer builds on antitrust concerns raised by lawmakers and industry insiders since Netflix announced the proposed deal.
Netflix co-CEO Ted Sarandos has publicly expressed confidence in the deal’s approval, most recently during the company’s January earnings call with investors. Sarandos said he believed the deal would win regulatory approval, saying it would preserve jobs at a time of mass media layoffs “because this deal is pro-consumer, pro-innovation and pro-worker.”