Warner Bros. Discovery Inc. (NASDAQ:WBD) saw its stock rise 2% on Tuesday following an escalation of Paramount Skydance Corporation's (NASDAQ:PSKY) $30 per share, all-cash takeover proposal. The updated offer introduces several financial measures aimed at narrowing obstacles that had previously led the WBD board to reject the bid.
The reworked proposal incorporates a quarterly "ticking fee" of $0.25 per WBD share that would begin to accrue on January 1, 2027, if the transaction has not closed by December 31, 2026. According to the terms disclosed, that ticking fee would translate into roughly $650 million in incremental cash value each quarter, signaling Paramount's willingness to put additional capital on the table should regulatory approval take longer than anticipated.
In a material concession to remove a key deal impediment, Paramount has agreed to assume responsibility for Warner Bros. Discovery's $2.8 billion termination fee payable to Netflix Inc. (NASDAQ:NFLX). That step is designed to address a significant financial barrier to completing the transaction. Warner Bros. Discovery's board had previously dismissed the Paramount proposal in December 2025, saying the offer was not in shareholders' best interests and did not meet the definition of a "Superior Proposal" under WBD's merger agreement with Netflix.
Paramount's enhancements also include a backstop to eliminate a potential $1.5 billion debt financing cost for Warner Bros. Discovery. The company will backstop a bond exchange offer and has committed to reimburse shareholders if the exchange fails and the acquisition does not close. These measures are intended to mitigate financing risk that might otherwise fall to WBD shareholders.
The financial firming behind the revised bid is substantial. Paramount's proposal is supported by $43.6 billion in equity commitments from the Ellison Family and RedBird Capital Partners, alongside $54.0 billion in debt commitments from Bank of America, Citigroup and Apollo. In addition, Larry Ellison has provided a personal guarantee of $43.3 billion for the transaction financing.
Paramount has extended the expiration of its tender offer to March 2, 2026. As of February 9, a total of 42.3 million WBD shares had been tendered to the offer. Warner Bros. Discovery has not issued a response to the improved terms from Paramount as of the latest update.
Contextual note: The information above reflects the revised terms and the status of share tenders and corporate responses disclosed in the companies' filings and announcements. No additional outcomes, approvals, or reactions beyond these disclosures have been added.