WASHINGTON (dpa-AFX) - Paramount Skydance Corp. (PSKY) said Tuesday it has amended its all-cash tender offer to acquire Warner Bros. Discovery Inc. (WBD), maintaining its $30-per-share proposal while adding new incentives and financing commitments to strengthen its offer.
Paramount said its bid offers superior value and certainty to Netflix's sliding-scale merger consideration, which WBD disclosed in a February 9 preliminary proxy filing, ranging from $21.23 to $27.75 per share, depending on debt levels at Discovery Global.
To improve the proposal, Paramount has introduced a $0.25 per-share quarterly 'ticking fee' payable for each quarter the deal remains unclosed beyond December 31, 2026. The company also agreed to fund the $2.8 billion termination fee owed to Netflix if WBD exits its current agreement and to address WBD's debt financing costs, including backstopping a potential $1.5 billion exchange-related fee.
Paramount said the offer is fully financed, backed by $43.6 billion in equity commitments and $54 billion in debt commitments, alongside a $43.3 billion personal guarantee from Larry Ellison.
The company noted it has complied with the U.S. Department of Justice's Second Request and secured German foreign investment clearance, and urged WBD's board and shareholders to engage with its revised proposal.
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