Paramount Global has sharpened its pitch to Warner Bros. Discovery shareholders by enhancing its takeover proposal without raising the headline per‑share price. The company kept its $30-per-share offer intact — valuing the combined enterprise at roughly $108.4 billion including debt — but added two concessions designed to erode confidence in Warner’s pending pact with Netflix.
Under Paramount’s revised proposal, shareholders would receive a 25-cent per‑share ‘‘timing fee’’ beginning in early 2027 and paid quarterly until any merger closes, a payment stream Paramount estimates at about $650 million of cash per quarter. Paramount also offered to assume Warner’s $280 million?—sorry, $2.8 billion — break fee should Warner abandon its $82.7 billion content-and-streaming deal with Netflix, shifting a tangible cost risk away from Warner shareholders.
The package is accompanied by other practical reassurances: Paramount said it would guarantee Warner’s planned debt replacement to avoid a potential $1.5 billion payment to bondholders and would match the transitional operational autonomy promised under the Netflix agreement. Chief Executive David Ellison presented the moves as ‘‘substantive enhancements,’’ bolstering the bid with tens of billions in financing commitments and increasing a personal guarantee provided by Oracle co‑founder Larry Ellison to $43.3 billion.
Paramount has lined up $54 billion of debt financing from Bank of America, Citi and Apollo to support the acquisition, signaling that the offer is fully financed and that the company expects to press its case before both investors and regulators. Despite the tactical sweeteners, analysts caution that the package may not be enough to lure Warner shareholders away from a deal with Netflix if they still expect higher bids or value the strategic logic of the Netflix transaction.
The contest reflects a broader industry scramble for premium content and intellectual property. Netflix’s proposal — centred on the studio and streaming productions unit of Warner — would catapult it to the largest global streamer by subscribers and give it enduring rights to franchises from Game of Thrones to Harry Potter and DC’s catalogue. Paramount is wagering that a more certain regulatory path and clearer cash protections make its unchanged $30 offer the safer option.
Regulatory risk hangs over Netflix’s bid. U.S. antitrust authorities have opened a review of whether Netflix’s purchase of major production and streaming assets would harm competition, and Paramount’s latest amendments implicitly bet regulators could block or materially delay the Netflix agreement. Market moves on the announcement were muted: Warner shares ticked up roughly 1.9%, Netflix rose about 2.3% and Paramount gained 1.5%.
The strategic calculus for Warner shareholders is messy. Paramount’s timing fee provides immediate, recurring cash as compensation for delay, while the break‑fee assumption removes a concrete downside to ditching Netflix. But shareholders still face a choice between a higher‑value, potentially transformative tie‑up with Netflix and a full‑company buyout at $30 a share that carries fewer regulatory obstacles and includes assurances on debt and governance.
For regulators and rivals, the battle underscores how coveted legacy studio libraries and franchise IP have become as streaming economics normalise. A blocked or altered Netflix deal would reshape expectations for consolidation in a media landscape where distribution scale and exclusive content remain decisive advantages. Paramount’s gamble is to present itself as the pragmatic alternative: expensive but deliverable.
Outcome scenarios remain open. If antitrust authorities allow the Netflix transaction to proceed, Paramount risks being left behind unless it raises its offer or courts other strategic partners. If regulators force significant divestitures or halt Netflix’s acquisition, Paramount’s enhanced proposal could look prescient, but it will still need shareholder buy‑in and regulatory clearance of its own financing and governance arrangements. Either way, the contest will be watched as a test of how much regulatory appetite exists for sweeping consolidation across production and distribution in the streaming age.