Overview
- Paramount added a 25-cent-per-share quarterly ticking fee, worth about $650 million per quarter, for any period the deal remains unclosed after Dec. 31, 2026.
- The bidder pledged to pay the $2.8 billion termination fee WBD would owe Netflix if the board pivots, and said it would backstop a debt exchange to eliminate a potential $1.5 billion financing cost.
- Paramount kept its offer at $30 per share for the entire company, citing full financing with $43.6 billion in equity commitments from the Ellison family and RedBird and $54 billion in debt from Bank of America, Citigroup and Apollo, alongside Larry Ellison’s personal guarantee.
- WBD confirmed receipt of the amended tender, said it will review the offer consistent with its Netflix agreement, maintained its recommendation for the Netflix deal and advised shareholders not to act yet, with a special meeting expected by late March or April.
- Regulatory scrutiny remains pivotal as Paramount certified compliance with a DOJ second request on Feb. 9, triggering a waiting period; both transactions face U.S. and international reviews, and Paramount extended its tender deadline to March 2.