Paramount Sweetens Warner Bros. Discovery Bid, Offers to Pay $2.8 Billion Netflix Termination Fee

Paramount has amended its bid for Warner Bros. Discovery yet again, adding a 25 cent per share ticking fee to what it calls its “superior” $30 per share, all-cash offer.

The fee, which is the equivalent of approximately $650 million cash value each quarter, would be paid to shareholders for every quarter the transaction is not closed beyond Dec. 31, 2026.

The company has also committed to funding a $2.8 billion termination fee payable to Netflix and reimbursing WBD shareholders for a $1.5 billion financing cost associated with a debt exchange without reducing its $5.8 billion breakup fee.

Paramount also said it would either extend the company’s existing $15 billion bridge loan and cover any incremental costs to do so or permit WBD
to “structure permanent financing in any way it chooses so long as the debt is redeemable at a commercially reasonable cost.”

Additionally, Paramount said it would provide flexibility between signing and closing of a deal, including by matching any comparable Netflix interim operating covenants, and said it is open to discussing “contractual solutions to account for the possibility of continuing deteriorating financial performance beyond what WBD is currently projecting for its linear network business.”

The amender offer includes $43.6 billion of equity commitments from the Ellison Family and RedBird Capital Partners and $54 billion of debt commitments from Bank of America, Citigroup and Apollo.

Oracle co-founder Larry Ellison has also made an irrevocable personal guarantee towards $43.3 billion of the equity financing as well as any damage claims against Paramount.

“The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment, CEO David Ellison said in a statement. “We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”

The sweetened offer, which marks Paramount’s ninth proposal to date, comes as the media giant says it has complied with the Department of Justice’s second request for information related to its tender offer as of Monday as part of the regulator’s review.

The waiting period will expire 10 calendar days after Paramount certified “substantial compliance with such request” at 11:59 p.m. ET. Additionally, Paramount said it received clearance from foreign investment authorities in Germany on Jan. 27.

Even if Paramount’s bid clears the Hart-Scott-Rodino (HSR) review period, the DOJ can still investigate or challenge a potential deal with Warner Bros. It also hinges on shareholder approval of its tender offer. Paramount had 168.5 million shares, or around 7% of WBD’s total 2.48 billion outstanding shares, validly tendered and not withdrawn as of Jan 21, though shareholders can withdraw at any time before Feb. 20.

Paramount has launched a proxy battle in an effort to thwart Netflix’s $83 billion deal and is urging shareholders to vote against the streamer’s deal as well as the pending spinoff of its cable networks into Discovery Global.

“We note that, to engage with Paramount under the terms of the Netflix agreement, you must simply conclude that this Revised Proposal could reasonably lead to a superior outcome for your shareholders. We are highly confident our Revised Proposal surpasses this standard as a superior package to the Netflix agreement,” Ellison’s letter to the WBD board concluded. “We appreciate this has been a long and involved process for all parties. We believe we have a path to bring this to a rapid conclusion that would be in the best interests of WBD and its shareholders.  We hope you will decide to engage with us to enable that value-maximizing outcome.”

A WBD spokesperson did not immediately return TheWrap’s request for comment.

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