Warner Bros. Discovery (WBD) said it has received a revised proposal from Paramount Skydance to acquire all outstanding shares of WBD in an all-cash deal valued at $31 per share, an increase from the prior $30 proposal, as Paramount attempts to outbid Netflix for control of one of the industry’s most strategic content portfolios.
In a board statement released by WBD, the company said its directors determined Paramount Skydance’s revised bid could reasonably be expected to lead to a proposal that qualifies as superior under the terms of WBD’s existing merger agreement with Netflix. However, WBD also emphasized that the Netflix merger agreement remains in effect and that the board continues to recommend the Netflix transaction at this time, advising shareholders not to take any action regarding the amended Paramount Skydance tender offer.
The competing deals differ sharply in scope. Netflix’s signed agreement is structured around WBD’s “crown jewel” assets, notably the studios and HBO Max, while Paramount Skydance is pitching an acquisition of the entire company, including the legacy linear networks that many investors view as structurally challenged. Reuters and other outlets describe Paramount’s bid as an effort to compensate shareholders for that broader risk by offering a higher headline price and additional protections tied to timing and regulation.
WBD disclosed that Paramount Skydance’s revised proposal includes a ticking fee equal to $0.25 per share per quarter for each quarter the deal has not closed starting after Sept. 30, 2026, shifting some closing-risk economics onto the buyer if approvals drag on. The proposal also includes a $7 billion regulatory termination fee if the transaction fails due to regulatory concerns, a structure designed to reassure shareholders about antitrust uncertainty in mega-media consolidation.
Meanwhile, WBD noted the Netflix agreement’s protections remain operative. If WBD ultimately decides Paramount Skydance’s offer constitutes a “superior proposal,” Netflix would have the right to match under the contract terms, a feature that can force bidders into rapid escalation once the board formally shifts its stance.
The regulatory backdrop is also heating up. Separate reporting has said the U.S. Justice Department has been scrutinizing Netflix’s proposed Warner transaction, including questions about competitive effects and market power in streaming and creator negotiations, adding a layer of uncertainty around the Netflix path even as WBD’s board continues to recommend it.
