Paramount Skydance Will Pay WBD Shareholders an Extra $650 Million per Quarter if Its Takeover Isn’t Completed by End of 2026


David Ellison’s Paramount Skydance is adding some more financial promises to its hostile takeover bid for Warner Bros. Discovery — in its continuing attempt to kill Netflix’s deal for WB.

Paramount on Tuesday said it will add an “incremental cash consideration” to WBD shareholders of $0.25 per share – equivalent to approximately $650 million cash value each quarter – for every quarter the transaction is not closed beyond Dec. 31, 2026.

In addition, the company said it will pay the $2.8 billion termination fee due to Netflix concurrent with the termination of the Netflix agreement as set forth in the revised proposed merger agreement filed with the amended tender offer, if WBD shareholders accept Paramount’s $30-per-share offer for Warner Bros. Discovery in its entirety.

Paramount also said it will eliminate WBD’s potential $1.5 billion financing cost associated with its debt exchange offer by “fully backstopping an exchange offer that relieves WBD of its contractual bondholder obligations.” Paramount said it will fully reimburse WBD’s shareholders for the $1.5 billion fee, without reduction to the separate $5.8 billion reverse termination fee, in the “unlikely event” that the exchange is not successful and the Paramount transaction does not close.

Paramount sent a letter to the WBD board of directors outlining the terms of its enhanced offer. So far, the WBD has rejected Ellison’s M&A overtures eight times — and has repeatedly said it will stick with Netflix’s $27.75/share deal to acquire Warner Bros.’s films and TV studios and HBO Max.

David Ellison, chairman and CEO of Paramount, said in a statement: “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. We are making meaningful enhancements — backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”

Also Tuesday, Paramount said it “continues to make progress in its regulatory clearance process.” On Feb. 9, 2026, Paramount Skydance certified that is has complied with the Department of Justice’s December 23, 2025, Second Request for Information related to its all-cash tender offer to purchase shares of Warner Bros. Discovery. Separately, Paramount also secured clearance for its tender offer from the foreign investment authorities in Germany on Jan. 27, 2026.


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