Warner Bros. Discovery Feb. 26 announced that its board, following consultation with its independent financial and legal advisors, confirms that Paramount Skydance’s revised $110.9 billion all-cash offer for the entire company is superior to the existing accepted $82.7 billion all-cash offer from Netflix for the company’s studio and streaming assets.
Warner, which is on the hook to pay Netflix a $2.8 billion termination fee should the streamer walk away, has given Netflix four days to counter with another offer.
If the board determines in good faith, after consultation with its financial and legal advisors, that the Paramount proposal is still superior, WBD would be entitled to terminate the Dec. 5, 2025, Netflix merger agreement.
Until that decision has been made, the Netflix merger agreement remains in effect, and the WBD board continues to recommend in favor of the Netflix transaction and has not withdrawn or modified its recommendation.
As disclosed by WBD on Feb. 24, Paramount’s proposal includes a purchase price of $31 per WBD share in cash, plus a daily ticking fee equal to $0.25 per share per quarter, or $650 million total, beginning after Sept. 30, as well as a $7 billion termination fee payable by Paramount in the event the transaction does not close due to regulatory matters, payment by Paramount of Netflix’s $2.8 billion termination fee, an obligation of Larry J. Ellison, Paramount CEO David Ellison’s tech billionaire father, and an associated trust, to contribute additional equity funding to the extent needed to support the solvency certificate required by Paramount’s lending banks.
The new deal also excludes the performance of WBD’s pending Global Linear Networks TV segment spin-off.
Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery, and Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.
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