Paramount sweetens $30 hostile bid with ticking fee and breakup pledge

Paramount Skydance amended its hostile all-cash tender offer for Warner Bros. Discovery on Feb. 10–11, 2026, keeping the $30-per-share price but adding two material concessions aimed at overcoming regulatory and contractual hurdles. The amended bid adds a $0.25-per-share quarterly “ticking fee” payable for each quarter the transaction has not closed beyond Dec. 31, 2026, and a pledge to fund the $2.8 billion termination fee Warner would owe Netflix if that agreement is scrapped. Paramount extended the tender deadline to March 2, 2026, its third such extension, and has begun soliciting proxies to challenge Warner’s deal with Netflix.

Paramount’s amendments stop short of raising the per-share cash offer. Company materials and public statements frame the sweeteners as instruments to reduce closing risk. “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,” David Ellison, Paramount Skydance CEO, said in coverage of the filing. The SEC disclosure cited by CNN says Paramount “would ‘fully and promptly’ pay the $2.8 billion fee that Warner Bros. Discovery would owe Netflix if their deal is terminated.”

The ticking fee was presented by multiple outlets as amounting to roughly $650 million per quarter; contemporaneous filings and reporting place the per-share figure at $0.25 and signal payments would begin in 2027 if the transaction remained unclosed after Dec. 31, 2026. News reports also cite Paramount’s commitment to work with Warner on debt financing costs, a tactical move intended to blunt one of Warner’s objections to the hostile bid.

Paramount argues its $30 cash offer is superior to the Netflix transaction, pointing to a sliding-scale valuation under the Netflix deal that could deliver between $21.23 and $27.75 per share depending on debt tied to a planned spin-off of Warner’s networks. Netflix and Warner have continued to defend their own agreement as better for shareholders; CNN reported Netflix is moving toward closing an $83 billion transaction for studios and streaming assets, while ABC reported Paramount values the entire company at about $77.9 billion, with an enterprise value near $108 billion including debt.

Despite the new sweeteners, shareholder traction for Paramount’s bid remains limited. Paramount disclosed that more than 42.3 million Warner shares had been validly tendered and not withdrawn, down from over 168.5 million on Jan. 21. Warner has about 2.48 billion series A shares outstanding, meaning Paramount would need more than 50 percent of the stock to gain control. RedBird Capital investor Gerry Cardinale, an investor alongside the Ellisons, said the offer had been “perfected” by removing what he described as procedural objections.

The contest highlights broader strategic and regulatory tensions reshaping the media sector. Paramount wants to acquire Warner’s studios, streaming and networks, including CNN and Discovery, while Netflix’s deal excludes networks by design and contemplates a spin-off. Regulators will likely weigh whether consolidation of studios and national news networks raises competitive or public-interest concerns, and the ticking fee signals Paramount is betting on a protracted review cycle while offering cash compensation to shareholders for delay.

For markets and long-term trends, the fight underscores persistent investor skepticism about complex, carve-out transactions and the premium placed on cash certainty. Activist investors such as Ancora have publicly opposed the Netflix tie-up, adding pressure on Warner’s board and highlighting how activist governance is shaping big‑ticket media consolidation. The immediate outcome will turn on Warner shareholders, regulatory timelines and whether Paramount can materially expand its tendered base before the March 2 deadline.