Overview
- The board said it still unanimously backs the signed Netflix transaction and set a March 20 shareholder vote, with Netflix retaining the right to match any superior offer.
- Paramount signaled it would pay at least $31 per share and was asked to deliver a written best‑and‑final proposal that addresses financing certainty and deal‑closure protections.
- Paramount’s latest terms include funding WBD’s $2.8 billion breakup fee owed to Netflix, backstopping debt, and a 25‑cent per‑share quarterly ticking fee if closing slips beyond the end of 2026.
- WBD outlined unresolved issues for Paramount to fix, including coverage of potential junior‑lien financing costs, additional equity if debt is unavailable, operating‑consent limits, and a narrower material‑adverse‑effect definition.
- The competing offers differ in scope—Paramount seeks the entire company while Netflix would acquire studios and streaming after a networks spinoff—with both paths facing significant regulatory review and pressure from activist investors despite low tender uptake to date.