Paramount Skydance Introduces $0.25 Quarterly Ticking Fee and Covers $2.8B Break Fee
Paramount Skydance amended its $30 per share hostile tender for Warner Bros. to include a ticking fee of $0.25 per share per quarter if closing drags past Dec. 31, 2026. It also agreed to cover Warner’s $2.8 billion Netflix termination fee, shifting regulatory risk to the acquirer.
1. Hostile $30 Per Share Tender Offer
Paramount Skydance launched a hostile all-cash tender at $30 per share to acquire Warner Bros., representing an 8% premium over Netflix’s $27.75 board-recommended bid.
2. Ticking Fee Mechanism
The updated proposal includes a ticking fee of $0.25 per share for every quarter the deal extends beyond December 31, 2026, compensating investors for potential antitrust-related delays.
3. Coverage of $2.8B Netflix Termination Fee
Paramount has committed to pay the $2.8 billion fee Warner owes Netflix if it breaks the Netflix agreement, removing a major deterrent cited by Warner’s board.
4. Strategic Shift and Risk Transfer
These provisions transfer regulatory and timing risks from shareholders to Paramount, enhancing the offer’s appeal and increasing pressure on Warner’s board to reconsider its stance.