Paramount Sweetens Warner Bid With 'Ticking Fee'

Paramount said Tuesday it sweetened its $30-per-share all-cash offer for Warner Bros. Discovery by adding a “ticking fee” of $0.25 per share per quarter if the deal doesn’t close by Dec. 31, 2026, according to Reuters and the company’s new statement.

The ticking fee would be worth about $650 million in additional cash each quarter and is meant to signal confidence the transaction can clear regulators.

Paramount also said it would pay the $2.8 billion termination fee Warner Bros. Discovery would owe Netflix if the competing Netflix deal collapses.

WBD and Netflix did not immediately respond to Reuters’ requests for comment.

In its press release, Paramount said it has already taken steps toward regulatory approval, including certifying Feb. 9, 2026 that it complied with the Justice Department’s Second Request tied to its tender offer — a move that starts a federal waiting period under antitrust rules.

Paramount also said it received clearance from Germany’s foreign investment authorities on Jan. 27, 2026.

Special: Trump’s “Great American Turnaround” Already Fueling Huge Profits... Free Report Here

Paramount outlined additional financial backstops aimed at removing deal risk for WBD shareholders, including addressing a potential $1.5 billion debt-exchange cost, offering solutions around WBD’s $15 billion bridge loan, and saying it is prepared to match certain interim operating terms seen in the Netflix agreement.

Paramount said its revised offer is fully financed, citing $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners and $54.0 billion in debt commitments from Bank of America, Citigroup and Apollo, plus an irrevocable personal guarantee from Larry Ellison of $43.3 billion.

On the shareholder value debate, Paramount again contrasted its fixed-price cash bid with the Netflix deal structure, pointing to WBD’s disclosure that Netflix’s proposed cash component ranges from $21.23 to $27.75 per share, depending on debt levels tied to the planned separation of “Discovery Global.”

“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,” said David Ellison, chairman and CEO of Paramount.

“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,” Ellison added.