Warner Bros. Discovery is officially weighing a higher bid from Paramount Skydance, as the company confirmed in a press release that its board believes the revised proposal could reasonably lead to what’s defined as a “Company Superior Proposal” under its existing merger agreement with Netflix.
The announcement keeps the sale drama alive, as WBD continues engaging with Paramount Skydance while the Netflix merger agreement remains fully in place.
Paramount Skydance Raises Offer to $31 Per Share
According to WBD, the revised proposal from Paramount Skydance includes:
- $31.00 per WBD share in cash
- A daily ticking fee equal to $0.25 per quarter beginning after September 30, 2026
- A $7 billion regulatory termination fee if the deal fails due to regulatory issues
- Payment of the $2.8 billion termination fee WBD would owe Netflix
- Additional equity funding if required by lending banks
- A revised “Company Material Adverse Effect” definition excluding performance of WBD’s Global Linear Networks business
The structure attempts to reduce risk for WBD shareholders, particularly by covering the Netflix breakup fee and adding protections against regulatory failure.
Board Has Not Declared Paramount Skydance Superior
Despite calling the proposal potentially capable of becoming a “Company Superior Proposal,” the WBD board has not determined that the Paramount Skydance deal is actually superior to the Netflix merger.
Under the terms of the Netflix agreement, if WBD ultimately decides Paramount Skydance’s offer qualifies as superior, Netflix will have four business days to negotiate and revise its own transaction.
For now, WBD emphasized that the Netflix Merger Agreement remains in effect and that the board continues to recommend the Netflix transaction to shareholders.
What This Means for the WBD Sale
This move signals that Paramount Skydance is serious about landing WBD and is willing to materially improve its offer to do so.
The $31 per share price, combined with regulatory protections and termination fee coverage, increases pressure on Netflix to respond.
No outcome is guaranteed. WBD made clear there is no assurance that discussions with Paramount Skydance will result in a definitive agreement or that the board will ultimately determine the proposal is superior.
For now, the Netflix merger stands, but Paramount Skydance has escalated the fight for control of Warner Bros. Discovery.
