Warner Bros Discovery considers revised Paramount Skydance offer

Warner Bros. Discovery Inc. (NASDAQ: WBD) announced that its board of directors determined a revised proposal from Paramount Skydance Corporation (NASDAQ: PSKY) could reasonably be expected to lead to a "Company Superior Proposal" as defined in its existing merger agreement with Netflix Inc. (NASDAQ: NFLX).

The revised proposal includes $31.00 per WBD share in cash, plus a daily ticking fee of $0.25 per quarter beginning after September 30, 2026. Paramount Skydance would pay a $7 billion regulatory termination fee if the transaction fails due to regulatory issues and would cover the $2.8 billion termination fee WBD would owe Netflix to exit their current merger agreement.

The board has not determined whether the Paramount Skydance proposal is superior to the Netflix merger. WBD will continue discussions with Paramount Skydance to assess if a superior proposal can be reached. If the board ultimately determines a superior proposal exists, Netflix would have four business days to negotiate and propose revisions to their transaction.

The Netflix merger agreement remains in effect, and the board continues to recommend the Netflix transaction without withdrawing or modifying its recommendation. WBD stated there is no assurance the board will conclude the Paramount Skydance transaction is superior or that any definitive agreement will result from ongoing discussions.

Allen & Company, J.P. Morgan and Evercore serve as financial advisors to Warner Bros. Discovery, with Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP as legal counsel.

You May Also Be Interested In