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Paramount Welcomes WBD’s New ‘Determination,’ Ups Termination Fees, Shortens Closing Date

Paramount Welcomes WBD’s New ‘Determination,’ Ups Termination Fees, Shortens Closing Date

Paramount Skydance Feb. 25 welcomed the Warner Bros. Discovery board’s agreement to consider its revised $110.9 billion all-cash acquisition bid as potentially “superior” to WBD’s accepted $82.7 billion deal with Netflix for its studio and streaming assets.

WBD’s willingness to consider Paramount’s latest bid follows 10 previous rejections by the board.

“Paramount welcomes the WBD board’s determination and looks forward to continuing to engage constructively with WBD to deliver the benefits of
Paramount’s proposal to WBD shareholders, the creative community and consumers,” Paramount wrote in a regulatory filing.

If WBD accepts the new offer, Netflix would have four days to submit a counter bid.

In addition to adding $2.48 billion in cash to its previous $108.4 billion bid, Paramount agreed to up the termination fee to $7 billion and shortened the so-called “ticking” fee ($650 million per quarter) it would pay WBD for every 90 days the transaction does not close to Sept. 30 from Dec. 31.

When adding the $2.8 billion termination fee due Netflix (if WBD walks away) Paramount says it would pay, plus another $1.5 billion in related penalties, Paramount is promising $11.3 billion in additional spending — 40% more than what Skydance Media paid acquiring Paramount Global last year.

Paramount also agreed to a “Company Material Adverse Effect” definition that excludes the performance of WBD’s pending separate Global Linear Networks business in the deal.

Paramount had previously considered WBD’s declining television networks as essentially having zero equity value.

Paramount releases fourth-quarter fiscal year results later today after the market close.

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