Paramount Sweetens Hostile Bid for WBD — Adds Ticking Fee and Breakup Protection but Keeps $30 Cash Offer

With input from the Financial Times, CNBC, CNN, AlJazeera, Bloomberg, and Reuters.

Paramount just polished up its hostile $30-a-share cash bid for Warner Bros. Discovery — but it still hasn’t bumped the price. Tuesday’s tweaks are aimed squarely at the deal’s snags: Paramount agreed to pay a “ticking fee” if the transaction drags past Dec. 31, 2026, and it said it will cover the $2.8 billion breakup fee WBD would owe Netflix if that deal collapses.

The ticking fee is small per share — 25 cents a quarter — but it’s not trivial in the aggregate: Paramount says that works out to roughly $650 million of cash for every quarter the deal remains open after 2026. The logic is obvious: Paramount is signaling confidence that regulators won’t kneecap the deal and that any delay won’t leave WBD shareholders holding the bag.

Paramount also promised to eliminate a potential $1.5 billion refinancing cost tied to WBD’s debt and to back the whole package with heavy financing. The company says it has $43.6 billion in equity commitments from the Ellison family and RedBird Capital, plus some $54 billion of debt support from Bank of America, Citigroup and Apollo — enough to claim the offer is “fully financed.”

Still, the headline number hasn’t changed: it’s $30 in cash per WBD share. That’s the sticking point. Warner Bros. Discovery’s board has repeatedly urged shareholders to reject Paramount’s bid and to back the Netflix transaction, arguing Netflix’s deal is superior. Paramount has sued to get more details on the sale process and says it will press its case directly to investors if the board won’t engage.

Netflix, meanwhile, has not been idle. The streaming giant has pushed back in public and to regulators, warning that Paramount’s play is risky and painting Paramount’s claimed synergies as code for big job cuts. And antitrust scrutiny looms large for either deal — regulators in the US, EU and UK could take a long look at any megamerger of studios and streaming assets.

Analysts are skeptical that these add-ons alone will flip the script. Outside observers say Paramount’s best shot would be to raise the price or to convince a regulator to block the Netflix tie-up — neither of which is guaranteed. For now, the fight moves toward a special shareholder vote expected in late March or April, and the drama over who ends up owning HBO, CNN and the rest of the WBD crown jewels is far from over.