Paramount Enhances $30/share Warner Bros. Tender with Termination Fee and Shareholder Ticking Fee

Paramount Skydance Corp. has enhanced its hostile $30 per share all-cash tender for Warner Bros. Discovery Inc. to avert a $27.75 per share Netflix bid. The company will cover a $2.8B termination fee to Netflix and $1.5B in debt refinancing costs, and pay 25¢ per share per quarter until Dec. 31 if the transaction is not closed. The Ellison family and partners’ equity commitment stands at $43.6B, with an additional $54B in financing from Bank of America, Citigroup and Apollo. Warner Bros. stated it will review the amended offer and seek shareholder approval for or against the Netflix transaction by April. Analysts note the $1.79 per share added via the ticking fee and backstops are unlikely to move the board without a base price increase to at least $32 per share. The updated terms follow a DOJ compliance milestone that initiates a 10-day review window. Following the announcement, Paramount +1.7%, Warner Bros. +1.7%, and Netflix +3.5%.