Paramount Enhances Warner Bros Bid with New Financial Incentives

Paramount's Strategic Offer to Warner Bros

By Harshita Mary Varghese and Aditya Soni

Details of the Enhanced Bid

Feb 10 (Reuters) - Paramount Skydance has enhanced its Warner Bros Discovery bid by offering extra cash for each quarter the deal fails to close after this year and agreed to cover the breakup fee the HBO owner would owe Netflix if it walked away.

Market Reactions and Analyst Insights

Even though Paramount did not raise its overall per-share offer, the sweeteners mark the company's latest attempt to woo Warner Bros shareholders in its prolonged battle with Netflix for control of some of the world's most prized TV and film assets.

Regulatory Considerations and Future Steps

The CBS parent has offered a 25-cent per share "ticking fee" that will equal to about $650 million in cash each quarter between the start of 2027 and the close of a deal with Warner Bros, Paramount said in on Tuesday.

It did not raise its overall offer of $30 per share, or $108.4 billion, for the whole of Warner Bros including cable assets.

But Paramount would fund the $2.8 billion termination fee that Warner Bros would owe Netflix if their $82.7 billion deal for its studio and streaming assets falls through.

Both Netflix and Paramount covet Warner Bros for its leading film and television studios, extensive content library and major franchises such as "Game of Thrones," "Harry Potter" and DC Comics' superheroes Batman and Superman.

Several analysts said the move signaled Paramount's confidence that the Netflix deal may fail to pass regulatory scrutiny and it would have an easier path to approval, but it may not be enough to sway investors waiting for a higher offer.

"The sweetened offer still appears to fall short. It does, however, raise pressure on Warner Bros and somewhat narrows the excuses," said Paolo Pescatore, analyst at PP Foresight.

Warner Bros Discovery and Netflix did not immediately respond to requests for comment. Warner Bros shares were 1.6% higher, while Netflix gained 2.7% and Paramount was up 0.7%.

'MEANINGFUL ENHANCEMENTS'

Paramount also unveiled several other measures aimed directly at addressing criticisms about its offer from the Warner Bros board. It would backstop Warner Bros' planned debt exchange, eliminating the risk of a potential $1.5 billion fee owed to bondholders and would grant WBD the same interim operating flexibility it negotiated with Netflix.

The company also said it certified compliance with the U.S. Department of Justice's second request on Monday, triggering a 10-day waiting period and has already secured foreign-investment clearance in Germany. It added it is in talks with antitrust regulators in the U.S., the European Union and the UK.

"We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility," Paramount CEO David Ellison said in a statement.

The CBS owner has engaged in an aggressive media campaign to try to convince shareholders that its bid is superior, but Warner Bros has spurned Paramount.

Warner Bros will hold a special investor meeting to vote on the Netflix deal, with the streaming pioneer saying that the meeting was expected to be held by April.

Netflix had last month switched to an all-cash offer for Warner Bros without increasing its $82.7 billion price.

Warner Bros board has maintained that the Netflix merger deal is superior to Paramount's bid because its investors would retain a stake in the separately traded Discovery Global.

(Reporting by Harshita Mary Varghese and Aditya Soni in Bengaluru, additional reporting by Kritika Lamba; Editing by Arun Koyyur)