Warner Bros. Discovery to Review Revised Paramount Skydance Bid as Netflix Deal Remains Preferred- Warner Bros. Discovery said Tuesday that its board will evaluate a revised takeover bid from Paramount Skydance, even as it continues — for now — to recommend its existing agreement with Netflix.
Warner Bros. Discovery confirmed it received an updated tender offer from Paramount Skydance but did not disclose the new financial terms. The company said its board will review the proposal and provide an update to shareholders after completing that assessment.
In the meantime, the board advised investors “not to take any action at this time” regarding the amended Paramount Skydance offer, signaling that deliberations remain ongoing.
Why it matters
The revised bid potentially sets up a fresh round in the contest for control of WBD. Under the terms of its agreement with Netflix, the streaming giant retains the ability to match or exceed competing offers, giving it a strategic advantage if Paramount Skydance improves its proposal.
That dynamic could spark a bidding war, increasing pressure on WBD’s board to demonstrate it is maximizing shareholder value.
Zoom in
Although WBD did not outline specific revisions in Paramount Skydance’s latest proposal, the company said last week that a member of Paramount’s board had indicated a willingness to pay at least $31 per share.
The updated bid follows earlier concessions by Paramount Skydance aimed at making its offer more attractive. Among them:
- Covering the $2.8 billion termination fee WBD would owe Netflix if it walks away from that agreement.
- Assuming up to $1.5 billion in debt refinancing costs tied to a change in control.
- Offering shareholders a 25-cent-per-share “ticking fee” for each quarter the transaction remains unclosed beyond next January.
Those financial sweeteners were designed to offset the risks and costs associated with abandoning the Netflix deal, which had previously been positioned as WBD’s preferred path forward.
Catch up quick
Last week, WBD said it would reopen negotiations with Paramount for a seven-day window after securing a limited waiver from Netflix. That waiver temporarily allowed WBD to engage in renewed discussions without breaching its merger agreement.
The move came after Paramount Skydance adjusted its offer to address concerns about termination penalties and financing exposure — key sticking points that had weighed on earlier talks.
Despite the reopened dialogue, WBD reiterated Tuesday that it continues to recommend its Netflix agreement while the board reviews the amended Paramount Skydance bid.
Investor pressure mounts
The high-stakes review comes amid growing scrutiny from activist investor Ancora Partners, which recently disclosed a roughly $200 million stake in WBD. Ancora has publicly opposed the Netflix transaction, arguing that Paramount Skydance’s proposal represents a superior outcome for shareholders.
The activist campaign has added urgency to the board’s evaluation process. Investors are weighing not only headline share prices but also execution risk, regulatory considerations, long-term strategic fit, and the certainty of closing.
Some shareholders have expressed concern about the complexity of terminating the Netflix agreement, even with Paramount Skydance’s offer to shoulder associated fees. Others see the revised bid as a sign that Paramount Skydance is willing to stretch financially to secure the deal.
What’s next
WBD’s board now faces a pivotal decision: whether the improved Paramount Skydance proposal constitutes a “superior offer” under the terms of its agreement with Netflix. If it does, Netflix would have the contractual right to match or top the bid.
Until the review concludes, WBD has urged shareholders to hold steady. The company said it will provide further guidance once directors complete their assessment.
For now, the Netflix deal remains the board’s official recommendation — but the renewed bid from Paramount Skydance ensures that the outcome remains far from settled.
