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Paramount Skydance has sweetened its takeover proposal for Warner Bros. Discovery (WBD) without increasing its headline price. The company kept its $30/share offer (valued at about $108.4bn including debt) but added financial incentives aimed at reassuring shareholders about deal certainty and timing. Paramount offered a $0.25/share quarterly “ticking fee” beginning in early 2027 if the transaction has not yet closed, totaling roughly $650mn in cash each quarter. It also agreed to cover the $2.8bn breakup fee WBD would owe Netflix if Warner walked away from Netflix’s $82.7bn agreement. Additionally, Paramount pledged to backstop a planned debt exchange and to reimburse up to $1.5bn in bondholder fees. This comes alongside maintaining a separate $5.8bn reverse termination fee payable to Netflix if the Paramount deal fails. Paramount also plans to spin off WBD’s television networks into a new public entity, Discovery Global. An activist investor, Ancora Holdings, has accumulated about a $200mn stake in WBD and may oppose the Netflix transaction, potentially launching a proxy fight if the board does not negotiate further with Paramount. Analysts, however, say Paramount’s concessions may still fall short unless it raises its price, with its strongest chance depending on regulators blocking Netflix’s deal. Regulators in the US, EU and UK are reviewing the competing deals, and WBD shareholders are expected to vote on the Netflix transaction by April.
Paramount’s bonds traded stable with its 5.9% 2040s at 86.2, yielding 7.5%. WBD’s 4.279% 2032s also traded stable at 90.3, yielding 6.2%.
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