Paramount sweetens Warner bid with ‘ticking fee’ to derail Netflix deal

Paramount Skydance is once again sweetening its $77.9 billion hostile takeover bid for Warner Bros. Discovery (NASDAQ:WBD), introducing new financial incentives to counter a rival agreement with Netflix.

On Tuesday, the David Ellison-led company announced it would pay Warner shareholders a "ticking fee" of 25 cents per share—totaling roughly $650 million—for every quarter the deal remains unclosed after Dec. 31, 2026.

The move is a strategic attempt to address investor anxiety over potential regulatory delays.

In addition to the fee, Paramount committed to funding the $2.8 billion breakup penalty Warner would owe Netflix if it abandons their existing studio and streaming merger.

While Paramount’s core offer remains at $30 per share in cash, the company has extended its tender offer deadline for a third time, now set for March 2.

The aggressive maneuvering comes as Paramount faces a steep climb in winning over the Warner board and investor base.

Recent disclosures indicate that support for the tender offer has cooled; validly tendered shares dropped to 42.3 million as of Monday, down from 168.5 million in late January.

Paramount needs to secure more than 50% of Warner’s 2.48 billion outstanding shares to seize control.

"The additional benefits clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve," Paramount CEO David Ellison said in a statement.

Paramount’s bid seeks the entirety of Warner Bros. Discovery, including its linear networks like CNN, whereas the Netflix deal—valued at $27.75 per share—focuses only on studio and streaming assets.

Warner’s leadership continues to back the Netflix transaction, which is expected to go to a shareholder vote by April.