Warner Bros. Discovery (WBD) is considering reopening sale negotiations with Paramount Skydance, potentially igniting a second bidding war with Netflix for the entertainment giant, according to sources familiar with the board’s thinking.
The media conglomerate’s board is weighing whether Paramount’s hostile $108.4 billion all-cash takeover bid could lead to a superior deal compared to its existing agreement with Netflix, which was valued at $83 billion when announced in December.
Paramount’s latest approach maintains its headline offer of $30 per share but adds significant financial sweeteners. These include covering the $2.8 billion termination fee WBD would owe Netflix if it walked away from their deal, supporting a debt refinancing to eliminate $1.5 billion in costs, and offering a “ticking fee” worth approximately $650 million each quarter if the deal isn’t closed by year-end.
“The revised offer shows Paramount’s strong and unwavering commitment to delivering the full value WBD shareholders deserve,” said **David Ellison**, chair and chief executive of Paramount, in a statement reported by The Guardian.
The Netflix deal, which was later amended to an all-cash structure at $27.75 per share, only targets WBD’s studios and streaming businesses, including Warner Bros. studios (home to franchises like Harry Potter and Batman) and HBO. Netflix is not seeking to acquire WBD’s global networks operation, including CNN and Discovery Channel.
In contrast, Paramount is pursuing the entire media conglomerate. To strengthen its position, Oracle co-founder **Larry Ellison** has provided an “irrevocable personal guarantee” covering $40.4 billion of equity financing for the bid.
If WBD decides to formally engage with Paramount, it would need to notify Netflix first, likely triggering improved offers from both suitors. Currently, less than 2% of WBD shareholders have committed to Paramount’s hostile bid, which has a deadline of February 20.
WBD confirmed in a February 10 filing that it had received Paramount’s amended offer and would review it in accordance with its obligations under the Netflix merger agreement. A shareholder vote on the Netflix deal is expected in April.
The company faces pressure from some smaller shareholders, including Pentwater Capital Management and Ancora Holdings Group, to engage with Paramount, though the board has not yet decided how to respond.
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