Paramount Skydance prepared $32 per share bid, likely triggering Netflix match

Paramount Skydance prepared to increase its takeover bid for Warner Bros. Discovery to about $32 per share by the Feb. 23 deadline, a step that sources said would trigger Netflix’s contractual right to match competing proposals for the studio and streaming assets.

The planned escalation followed a seven-day waiver Netflix granted Paramount on Feb. 17 to submit a best-and-final offer. If Paramount formally raised the price, one account of the agreement contends Netflix would have a four-day window to decide whether to exercise its matching right. Netflix has a previously signed transaction valuing WBD’s studio and streaming assets at roughly $82.7 billion, including a cash component of $27.75 per share plus equity in a spun-off entity that would hold cable networks.

Paramount’s expected enhancement to its offer went beyond headline price. The package reportedly included a commitment to cover the termination or breakup fee Netflix would be owed if WBD walked away from the Netflix deal. Multiple sources cite that fee as $2.8 billion, although one republished filing referenced $2.5 billion. Paramount also proposed a 25-cent-per-share quarterly ticking fee beginning in 2027, a provision others translated into approximately $650 million in cash per quarter, and agreed to backstop WBD’s planned debt exchange to avoid a potential $1.5 billion bondholder charge.

The financing underpinning Paramount’s rivalry with Netflix has been described as large and complex. Paramount’s December hostile $30-per-share bid was framed as an all-cash proposal supported by about $41 billion in equity commitments from investors including the Ellison family, RedBird Capital and several sovereign investors, plus roughly $54 billion in debt commitments from banks and credit providers. That $30 bid carried an enterprise valuation near $108.4 billion; the incremental move toward $32 or higher reflects the competitive pressure to persuade WBD’s board and shareholders.

Warner Bros. Discovery’s leadership reopened discussions with Paramount and asked for clarity. In a letter, WBD chief executive David Zaslav and board chair Samuel Di Piazza Jr. asked Paramount to "clarify your proposal, which we understand will include a WBD per share price higher than $31." The WBD board also scheduled a special shareholder meeting for March 20 to vote on the previously announced Netflix transaction, a timeline that concentrates the consequences of any late bid.

Netflix executives have framed their position as measured. Co-CEO Ted Sarandos emphasized the company’s posture as a disciplined buyer, saying it is "willing to walk away from overpriced deals" and noting, "We have a signed deal with Warner Bros Discovery." He added that if a superior offer emerges, "we’ll see what happens down the road."

Analysts warn the contest could require still higher numbers to settle questions about the valuation of Discovery’s linear networks. Robert Fishman of MoffettNathanson suggested Paramount might need to move into the roughly $34-per-share range to "truly win" the bidding war and avoid protracted disputes over those assets.

Key technical facts remain to be confirmed: the precise breakup fee amount, the contractual length and mechanics of Netflix’s matching window, and whether Paramount filed a definitive revised bid by the deadline. An SEC filing cited by market reporting also indicated the 10-day U.S. antitrust waiting period tied to Paramount’s all-cash offer has expired, a regulatory detail that bears on the timetable if an alternate transaction proceeds.