New York, February 10, 2026, 15:21 EST
- Paramount stuck with its $30-a-share bid for Warner Bros. Discovery, throwing in a delay-based “ticking fee” and agreeing to pick up costs tied to WBD’s Netflix arrangement.
- The board at WBD is sticking with its recommendation for Netflix’s deal as it looks over the latest offer.
- Filings indicate Netflix’s $27.75 per share cash payout isn’t locked in—it could drop depending on how much debt ends up on the Discovery Global spinout.
On Tuesday, Paramount Skydance bumped up its hostile $30-a-share offer for Warner Bros. Discovery, tacking on a “ticking fee”—basically, more cash the longer the acquisition drags on. The company also said it would cover the breakup fee that WBD would have to pay Netflix if it backs out of that agreement. SEC
WBD’s board stays under the gun, with investors sizing up Netflix’s deal for the company’s studio and streaming arms. WBD said its directors will evaluate Paramount’s latest revised tender, but for now, they’re sticking to their support for the Netflix merger agreement.
Netflix is putting $27.75 per share in cash on the table, simple enough. The twist: according to WBD filings, that payout could shrink if the streaming-and-studios piece carries more debt, leaving less on Discovery Global, the cable spinoff. Management projected only a slight trim to the deal in what they see as the probable scenario, but paperwork reveals there’s a much lower possible payout if things go sideways.
Paramount’s updated offer bumps up the price by 25 cents a share for every 90 days the deal drags past Dec. 31, 2026—about $650 million in extra cash each time, according to the company. Paramount also said it plans to cover the $2.8 billion termination fee WBD would owe Netflix, plus reimburse bondholders as much as $1.5 billion in fees linked to an anticipated debt swap. Notably, it keeps the $5.8 billion reverse termination fee intact—the sum the buyer pays if regulators block the transaction.
Bids are stacking up as the market wrestles with what price to put on “scale” in streaming—cable profit pools are drying up, studios keep shelling out for content. For WBD holders, it’s less about whether the asset’s coveted, and more about the timing and form of any cash payout.
Paramount’s tender offer just saw a dramatic shift—by Feb. 9, only about 42.3 million WBD shares were tendered, a steep drop from the 168.5 million shares logged in late January, based on numbers in rival disclosures. CEO David Ellison insisted Paramount was “backing this offer with billions of dollars,” adding that the tweaked terms offer shareholders clearer certainty. AP News
Ross Benes, senior analyst at Emarketer, dismissed the extra incentives as unlikely to sway WBD to pick Paramount. “It’s throwing spaghetti at the wall and hoping something sticks,” he said. Paramount, for its part, maintains that if Discovery Global spins out with leverage levels similar to Comcast’s Versant deal, the Netflix cash payout could drop to roughly $23.20 per share. Reuters
The risks are spelled out. According to a proxy filing, WBD faces a $2.8 billion breakup fee to Netflix if it accepts a “superior proposal.” If antitrust approval falls through under certain terms, Netflix, on the other hand, would owe WBD $5.8 billion. The deal can be called off if it’s not completed by March 4, 2027—though regulatory delays could push that date. SEC
Last month, Netflix and WBD tweaked their deal, switching to an all-cash buyout priced at $27.75 per share. Both companies said the move was intended to streamline things and speed it up.
