Warner Bros Discovery announced on Tuesday that Paramount Skydance’s revised offer could reasonably be considered a superior proposal, prompting the start of talks between Paramount and the Hollywood studio that owns HBO Max and the Harry Potter film rights. The amended Paramount bid increases the purchase price to $31 per WBD share in cash and includes an additional ticking fee described in the filings as a daily ticking fee equal to $0.25 per quarter beginning after September 30. Under the company’s matching rights, Netflix - which previously agreed to acquire Warner Bros Discovery’s studio and streaming business - would have four days to match any new superior terms should Warner Bros Discovery’s board determine Paramount’s proposal is superior.
Side-by-side summary of key deal metrics as reported
- Offer terms
- Netflix: Reported as an all-cash offer of $27.75 per share.
- Paramount Skydance: Reported as an all-cash tender offer of $31.00 per share, with a ticking fee described in two places in the filings - once as a daily ticking fee equal to $0.25 per quarter beginning after September 30, and in another comparison row as a 25 cent per share ticking fee for every quarter the deal does not close, starting January 1, 2027.
- Premiums
- One premium figure is shown as 121.3% to Warner Bros’ closing price on September 10.
- Another premium figure is shown as 147% to the undisturbed Warner Bros’ stock price of $12.54 as of September 10.
- Note: The original tabulation in the filings presents these premium figures in a format that leaves some allocation between the bidders unclear.
- Expected closing timeline
- Netflix: The filing lists a closing window of between 12 months and 18 months.
- Paramount Skydance: The filing indicates a timeline of more than 12 months.
- Leadership
- Netflix: Shown with co-CEOs Ted Sarandos and Greg Peters.
- Paramount Skydance: Shown with David Ellison and a co-CEO structure noted in the comparison rows.
- Financing and backers
- Netflix: The materials reference debt funding of up to $59 billion via banks including Wells Fargo, BNP Paribas and HSBC Bank, and list other financing partners such as Saudi Arabia’s Public Investment Fund, Abu Dhabi-based L’imad Holding Company PJSC, and the Qatar Investment Authority.
- Paramount Skydance: The amended offer is described as fully financed by increased equity and commitments of $43.6 billion from the Ellison family and RedBird Capital Partners, a $43.3 billion personal guarantee from Larry Ellison, and $54 billion in debt commitments from Bank of America, Citigroup, and Apollo.
- Enterprise and equity values
- The filing comparison supplies multiple enterprise and equity value figures: an enterprise value of $82.7 billion and an equity value of $111 billion are shown, and elsewhere an enterprise value of $80.6 billion and equity value of $72.0 billion are presented. The company materials do not make the allocation of each set of values to a specific bidder unambiguous in the tabular layout.
- Breakup fees and protections
- Netflix: The chart indicates Netflix would be responsible for a $5.8 billion breakup fee in some scenarios.
- Paramount Skydance: The comparison shows Paramount would pay a $7 billion breakup fee. The amended offer also states that Paramount has agreed to cover a $2.8 billion breakup fee that Warner Bros owes Netflix, would backstop Warner Bros’ planned debt exchange to eliminate potential bondholder fees of $1.5 billion, and would grant Warner Bros the same interim operating flexibility that Netflix negotiated.
- Streaming reach
- Netflix: Reported as having over 325 million subscribers.
- Paramount Skydance: Reported as having 79.1 million U.S. subscribers in the comparison rows.
- Other notable text included in the filings
- The filing extracts contain a short, standalone block of text quoting former President Donald Trump commenting on the acquisitions and media, including the quote, "I haven’t been involved," and other excerpted lines that reference a Truth Social post and interviews. The presentation of that material in the comparison table appears as an included media excerpt and does not alter the transactional terms listed elsewhere in the materials.
- Market capitalization and assets
- Market cap figures are shown in the comparison rows as $324.56 billion as of the closing price on February 13, and $11.06 billion as of the closing price on February 13; the table does not explicitly assign each market-cap figure to a single bidder within the tabular layout.
- Assets described in the comparative materials include Warner Bros’ film and television studios, videogame intellectual property and developers, HBO and the HBO Max streaming service, network and cable television content libraries, and elements of Warner Bros Discovery such as HBO and CNN.
Summary assessment and cautions
The filings present a complex mix of headline prices, financing commitments, breakup-fee protections and subscriber metrics. Paramount Skydance’s amended all-cash $31 bid accompanied by a ticking fee and an asserted package of equity and debt commitments prompted Warner Bros Discovery’s board to conclude the revised offer could reasonably be viewed as superior. That determination activates a four-day matching period for Netflix under the terms in place. Readers should note that several numeric fields and their allocation between bidders are presented in the source comparison in a tabular format that makes some assignments unclear; the numbers above are reproduced as they appear in the filings and public materials rather than reallocated or reinterpreted.
What sectors are primarily impacted
- Media and entertainment: studio and streaming operations, content libraries and IP.
- Financial markets: corporate financing, debt underwritings, and potential market cap impacts for the parties involved.
- Technology and consumer streaming: subscriber reach and platform consolidation dynamics.