Paramount sweetens hostile bid with ticking fee and Netflix pledge

Paramount amended its hostile all-cash $30-per-share tender offer for Warner Bros. Discovery on Feb. 10, 2026, adding a quarter-per-share ticking fee and a pledge to fund the $2.8 billion termination payment Warner would owe Netflix if that deal fails. The move is designed to pressure Warner management and reassure shareholders without raising the headline price.

Under the amendment, Warner shareholders would receive an additional $0.25 per share for each quarter the transaction has not closed after Dec. 31, 2026. Paramount characterizes that stream of payments as cash-equivalent protection against long regulatory delays, estimating the ticking fee at roughly $650 million in value per quarter. The company also said it would “fund” the Netflix breakup fee and eliminate what it described as a potential $1.5 billion refinancing cost tied to the transaction’s debt profile, while keeping the per-share bid at $30.

Paramount framed the package as both an economic sweetener and a signal of regulatory confidence. David Ellison, Paramount’s chief executive, said, “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.” Company materials added that Paramount is “backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”

The $30 offer values the deal at roughly $108 billion on an enterprise basis, with an equity purchase price reported near $77.9 billion and disclosed financing that includes about $41 billion of equity commitments and roughly $54 billion of debt backing. Paramount’s financing roster reportedly includes the Ellison family, RedBird Capital and major sovereign and institutional investors, together with debt commitments from leading banks and asset managers.

Paramount’s amendment arrives against the backdrop of a competing agreement between Warner and Netflix. Under that plan, Warner would spin off its Global Networks business and sell studios, HBO properties and games to Netflix for a per-share price variously reported at $27.75 or on a sliding scale between $21.23 and $27.75 depending on the spin-off’s debt treatment. Paramount has argued the Netflix structure leaves shareholders exposed to valuation swings from the networks stub and said its bid delivers materially more cash to investors.

The fight has turned litigous and corporate. Paramount filed a lawsuit seeking disclosure of Warner’s Netflix valuation assumptions, accusing Warner of failing to explain how it valued the networks stub, the overall Netflix transaction, and related debt adjustments. Warner dismissed the filing as “meritless,” and urged Paramount to raise its offer rather than litigate. Paramount also intends to press a proxy contest and nominate directors in pursuit of shareholder backing.

Beyond boardroom tactics, the contest exposes larger industry and cultural stakes. Consolidation at this scale would reshape streaming economics, content ownership and global distribution, with implications for brands, news outlets and legacy cable properties that remain cultural touchstones. The involvement of sovereign investors and international outreach by Paramount executives to European officials adds a geopolitical layer that regulators and lawmakers will watch closely.

What comes next is a regulatory and shareholder gauntlet: SEC filings detailing the ticking fee mechanics, the legal complaint and Warner’s full disclosures; proxy campaigning; and the timetable for regulatory review. Each step will test whether a structure that sweetens but does not raise price can succeed in displacing a rival transaction and reshape media ownership.