Paramount Skydance has improved its proposal for Warner Bros. Discovery (WBD) as a shareholder vote and potential proxy battle over WBD’s deal with Netflix approach. The company sent a letter to WBD’s board urging them to negotiate, highlighting amendments to its $30 per share all-cash offer that demonstrate confidence in securing swift regulatory approval.

Key updates to Paramount’s offer include a ticking fee that would provide WBD shareholders an additional $0.25 per share, roughly $650 million in cash each quarter, for every quarter the deal remains unclosed beyond December 31, 2026. Paramount also agreed to cover a $2.8 billion breakup fee owed to Netflix if WBD terminates their pending agreement. Furthermore, the offer includes options to manage WBD’s debt and other obligations, potentially covering $1.5 billion in debt refinancing costs.

The revised offer is fully backed by $43.6 billion in equity commitments from the Ellison Family and RedBird Capital Partners, along with $54 billion in debt commitments from Bank of America, Citigroup, and Apollo.

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

WBD’s board has repeatedly rejected Paramount’s bids for the entire company, which includes linear networks like TNT and CNN, and has continued to support Netflix’s agreement focused on the studio and streaming businesses, including HBO and HBO Max. The Netflix-WBD deal, initially agreed upon December 5, was revised last month to an all-cash offer amid Paramount’s ongoing pursuit and direct appeals to WBD shareholders.

WBD filed documents with the SEC to expedite the shareholder vote on the Netflix deal by April 2026. Paramount extended its tender offer expiration to February 20 and reiterated its plan to solicit proxies against the Netflix transaction at an upcoming special shareholder meeting.

Paramount maintains that its enhanced bid offers superior value to WBD shareholders and a clearer regulatory path compared to the Netflix agreement, which excludes the global linear networks business that would have been spun off before closing.

Paramount also criticized the sliding scale merger consideration in Netflix’s agreement, noting WBD’s preliminary proxy statement shows a cash range from $21.23 to $27.75 per share depending on the debt levels of Discovery Global’s linear networks at separation. Paramount argues that Netflix’s deal leaves shareholders uncertain about the actual cash they will receive, as it depends on Discovery Global’s financial condition at the time of spin-off and its debt capacity.

To reach the high end of Netflix’s cash range, Discovery Global would need to support a $17 billion debt load by June 30, a figure Paramount says WBD has not demonstrated is feasible.

WBD responded to Paramount’s extended tender offer by reaffirming its board’s unanimous rejection of Paramount’s proposal in favor of the Netflix merger. The company noted that over 93% of shareholders have also rejected Paramount’s offer.

Netflix remains confident in completing its deal with Warner Bros. Discovery, which would bring a vast library of iconic intellectual property, franchises, and TV and film studios under its streaming platform.

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