Paramount offers Warner Bros. Discovery shareholders a “waiting fee” in battle with Netflix
As part of its bid to acquire Warner Bros. Discovery, Paramount Skydance Corporation has proposed an additional incentive for shareholders by introducing a so-called “waiting fee”, providing extra compensation in the event of a delay in closing the transaction, Qazinform News Agency reports.
In addition to its base all-cash offer of $30 per share, Paramount announced the introduction of a “ticking fee” of $0.25 per share for each quarter after December 31, 2026 if the deal has not closed. This would amount to approximately $650 million in additional cash compensation to shareholders for every quarter of delay.
The move stands in sharp contrast to the proposal from Netflix, which, according to WBD’s disclosed materials, provides for a cash consideration range from $21.23 to $27.75 per share depending on the level of debt allocated to the spun off Discovery Global business.
Paramount also stated it is prepared to fund the $2.8 billion termination fee payable to Netflix and to reimburse potential WBD debt refinancing costs of up to $1.5 billion. The transaction is backed by $43.6 billion in equity commitments and $54 billion in debt financing. An additional safeguard is an irrevocable personal guarantee from Larry Ellison totaling $43.3 billion.
The company said it will seek to rally shareholders to vote against the Netflix transaction at WBD’s upcoming special meeting and is urging investors to support its offer.
The tender offer has been extended until March 2, 2026. As of February 9, more than 42.3 million Warner Bros. Discovery shares had been validly tendered.
Earlier, Qazinform News Agency reported that Discovery had approved a revised all cash offer from Netflix to acquire the company’s studio business and the HBO Max streaming service.
