paramount

Paramount Skydance has sweetened its bid for Warner Bros. Discovery, adding a $2.8 billion “break fee” for Netflix and a payment to shareholders set to increase for every quarter after January 1, 2027 that the transaction does not close.

However, it’s not clear the latest move will do much to sway Warner Bros. Discovery’s board, which has endorsed a rival bid from Netflix.

The David Ellison-led company sent notice Tuesday of its revised offer to the Warner Bros. Discovery board, adding that it was open to further negotiation.

“While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize,” the letter states. “If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns.”

Paramount’s all-cash offer still stands at $30 a share. In addition to the termination payment and so-called “ticking fee” for shareholders of 25 cents per share — which the company said would total about $650 million in cash value each quarter — Paramount also said it would “eliminate” Warner’s $1.5 billion financing cost associated with its debt exchange offer.

The company also said it would “provide flexibility” for Warner to refinance its existing $15 billion bridge loan.

Ellison said the new additions to Paramount’s bid “underscore our strong and unwavering commitment to delivering the full value [Warner Bros. Discovery] shareholders deserve for their investment.”

“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,” he said in a statement.

Warner confirmed it received Paramount’s new offer and said in a statement Tuesday that it would “carefully review and consider” the revised bid.

However, the Warner board is “not modifying its recommendation” on its agreement to sell its studios, HBO and HBO Max to Netflix, and advised shareholders not to take “any action at this time” on Paramount’s tender offer to shareholders.

Feb. 10 (UPI) — Paramount Skydance announced enhancements to its offer to buy Warner Bros. Discovery as it tries to woo shareholders away from Netflix.

Paramount added a 25-cent-per-share ticking fee, adding up to $650 million cash value per quarter that the transaction doesn’t close beginning in January 2027. It also said it would pay the $2.8 billion termination fee that would be due to Netflix.

The sweetening of the Paramount deal is the latest in the ongoing battle against Netflix to buy the company, which includes Warner Bros. Studios, HBO and HBO Max, among other titles. WBD shareholders must vote to choose between Netflix and Paramount, and the merger must pass federal scrutiny.

In October, Warner Bros. said it was open to offers after getting unsolicited ones. On Dec. 5, after a bidding war between Netflix and Paramount Skydance, Warner Bros. said it would accept Netflix’s offer.

Then Paramount launched a hostile bid to buy WBD. The Warner Bros. board told shareholders not to accept the Paramount bid because Oracle creator Larry Ellison, father of Paramount CEO David Ellison, wasn’t backing the deal. On Dec. 22, Paramount said that it has Larry Ellison’s backing of $40 billion in equity. On Jan. 20, Netflix changed its offer to all cash to make it more attractive to shareholders.

In the new deal, Paramount would eliminate the potential $1.5 billion financing costs that would come with the debt exchange offer. Paramount would fully reimburse WBD shareholders for the $1.5 billion fee without reducing the $5.8 billion reverse termination fee if the deal doesn’t close.

Paramount said it will also cover WBD’s bridge loan if its financing sources won’t extend theirs, including covering the costs.

Paramount’s financing again includes an irrevocable personal guarantee from Larry Ellison of $43.3 billion, covering the equity financing for Paramount’s amended offer as well any damages claims against Paramount.

“The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment,” said David Ellison, Paramount chair and CEO, in a statement. “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.”

On Feb. 4, Netflix Co-CEO Ted Sarandos testified before the Senate Judiciary Committee’s antitrust subcommittee on the merger. Paramount declined to participate.

California lawmakers are expressing concern about how the future of Warner Bros. Discovery could affect Hollywood’s workforce.

In an open letter addressed to Netflix Chief Executives Ted Sarandos and Greg Peters and Paramount Skydance Corporation CEO David Ellison, U.S. Sen. Adam Schiff (D-Calif.) and Rep. Laura Friedman (D-Glendale) call for the industry giants to make “concrete commitments to Californian and American workers.”

Late last year, Netflix won the highly anticipated bidding war for Warner Bros, which would give the streamer control over Warner Bros.’ storied Burbank film and TV studios, HBO and HBO Max. The pending $72-billion deal would greatly reshape the Hollywood landscape. Separately, Paramount has continually thrown in counter-bids and has been consistently rejected.

With all of these moving pieces, there’s a bipartisan fear among the nation’s lawmakers about how the acquisition could affect jobs in the U.S. entertainment industry . As stated in the letter, the industry “supports more than 680,000 jobs and contributes over $115 billion annually to the regional economy.”

Given the slowdown the industry has seen post-COVID and the growing number of international productions, Los Angeles film activity was down 13.2% from July through September 2025 when compared with the same period last year. This downward trend continues to build on the loss of 42,000 jobs in L.A. between 2022 and 2024.

Ellison and Sarandos have made arguments for why they believe their respective companies are best positioned to take over Warner Bros.

But each deal comes with major cuts. Paramount is projected to slash $6 billion in expenses over three years, and Netflix is projecting to cut $2 billion to $3 billion. Some analysts believe these cuts will have a significant effect on the workforce.

Previously, Ellison said, “We believe that what we are offering is better for Hollywood. It’s better for the customers and it’s pro-competitive.”

Sarandos is also quoted in the letter saying: “We think it’s great for consumers. We think it’s a great way to create and protect jobs in the entertainment industry.”

Earlier this week during a Senate subcommittee hearing, Sarandos said Netflix plans to increase its film and television production spending to $26 billion this year, with a majority of that happening in the U.S.

The lawmakers’ letter raises a series of questions surrounding the livelihood of creators, the use of AI and “concrete steps” about preserving jobs in L.A. Schiff and Friedman also offer the CEOs an opportunity to meet with them to discuss their answers.

In an effort to ensure “America continues to lead the world in the creative economy,” the letter said that Congress is currently working on bipartisan legislation that would establish a federal film tax incentive. It will be modeled after state programs in California, Louisiana and Georgia.

“We view this as a tool to not just protect but encourage more domestic filming and sustainable job creation on American soil,” wrote the lawmakers.

Netflix Inc. Co-Chief Executive Ted Sarandos pledged to maintain a 45-day theatrical window for Warner Bros. films during a Senate subcommittee hearing Tuesday.

Sarandos also tried to dampen concerns about potential job losses and U.S. production declines related to the companies’ proposed multibillion-dollar deal.

During a two-hour hearing before the Senate Subcommittee on Antitrust, Competition Policy and Consumer Rights, Sarandos told lawmakers the proposed merger would not run afoul of antitrust concerns and would, instead, “strengthen the American entertainment industry.”

About 80% of HBO Max subscribers also have Netflix subscriptions, which he said showed the two services were “complementary.” Netflix also plans to increase its film and television production spending to $26 billion this year, with a majority of that happening in the U.S., he said.

“We are doubling down, even as much of the industry has pulled back,” Sarandos said, according to a written transcript of his opening remarks. “With this deal, we’re going to increase, not reduce, production investments going forward, supported by a stronger combined business and balance sheet.”

Sarandos was joined at the hearing by Warner Bros. Discovery Chief Revenue and Strategy Officer Bruce Campbell.

When asked by Sen. Adam Schiff (D-Calif.) whether senators should expect a “round of layoffs” or consumer price increases as a result of the deal, Campbell said no. He pointed to Netflix’s lack of comparable film and TV studios, or the distribution infrastructure that Warner Bros. has.

“We believe, based on our discussions with them in the negotiation process, that they’re not only going to keep those operations intact, in fact, they’re going to invest in those operations and invest in continued production, including on our lots in Burbank and elsewhere,” Campbell said.

Paramount Chief Executive David Ellison was also invited to appear as a witness, but declined because he did not believe it would be useful or helpful since the company’s bid for Warner had been rejected, Sen. Cory Booker (D-N.J.) said during the hearing. Ellison did, however, meet with him and other senators privately to answer questions, Booker said.

Sarandos also tried to assuage concerns about the deal’s potential effect on theatrical distribution.

“I know I’ve earned some skepticism over there over the years on this because I was talking a lot about Netflix’s business model, which was different from that,” he said. “We didn’t own a theatrical distributor before. We do now, and a great one.”

When asked if the 45-day window would be “self-enforced,” Sarandos agreed, saying that was an industry standard. He did, however, note the general caveat that “routinely, movies that underperform, the window moves a little bit” but is still referred to as a 45-day window.

And in a sign of the growing role politics has played in the perception of the deal, Sarandos tried to sidestep questions from Republican senators about perceived “woke” content on the streaming platform, as well as inquiries from Booker about President Trump’s involvement in the merger. Trump previously said he “would be involved” in his administration’s decision to approve any deal.

The hearing comes just two months after Netflix prevailed in a hotly contested bidding war for Warner Bros. The $72-billion deal would dramatically reshape the Hollywood landscape and give the streamer control over Warner Bros.’ storied Burbank film and TV studios, its lot, HBO and HBO Max.

Netflix also agreed to take on more than $10 billion in Warner Bros. debt, pushing the enterprise value of the transaction to $82.7 billion.

But Paramount has continued to pursue the company, fighting to acquire all of Warner Bros. Discovery, including its cable networks.

The company, led by Ellison, has made a direct appeal to Warner shareholders to tender their shares in support of a Paramount deal. A deadline for that offer was recently extended to Feb. 20.

Paramount has also filed proxy materials to ask Warner shareholders to reject the Netflix deal at an upcoming shareholders meeting.

Many in Hollywood fear Warner Bros. Discovery’s sale will trigger steep job losses — at a time when the industry already has been ravaged by dramatic downsizing and the flight of productions from Los Angeles.

David Ellison‘s Paramount Skydance is seeking to allay some of those concerns by detailing its plans to save $6 billion, including job cuts, should Paramount succeed in its bid to buy the larger Warner Bros. Discovery.

Leaders of the combined company would search for savings by focusing on “duplicative operations across all aspects of the business — specifically back office, finance, corporate, legal, technology, infrastructure and real estate,” Paramount said in documents filed with the Securities & Exchange Commission.

Paramount is locked in an uphill battle to buy the storied studio behind Batman, Harry Potter, Scooby-Doo and “The Big Bang Theory.” The firm’s proposed $108.4-billion deal would include swallowing HBO, HBO Max, CNN, TBS, Food Network and other Warner cable channels.

Warner’s board prefers Netflix’s proposed $82.7-billion deal, and has repeatedly rebuffed the Ellison family’s proposals. That prompted Paramount to turn hostile last month and make its case directly to Warner investors on its website and in regulatory filings.

Shareholders may ultimately decide the winner.

Paramount previously disclosed that it would target $6 billion in synergies. And it has stressed the proposed merger would make Hollywood stronger — not weaker. The firm, however, recently acknowledged that it would shave about 10% from program spending should it succeed in combining Paramount and Warner Bros.

Paramount said the cuts would come from areas other than film and television studio operations.

A film enthusiast and longtime producer, David Ellison has long expressed a desire to grow the combined Paramount Pictures and Warner Bros. slate to more than 30 movies a year. His goal is to keep Paramount Pictures and Warner Bros. stand-alone studios.

This year, Warner Bros. plans to release 17 films. Paramount has said it wants to nearly double its output to 15 movies, which would bring the two-studio total to 32.

“We are very focused on maintaining the creative engines of the combined company,” Paramount said in its marketing materials for investors, which were submitted to the SEC on Monday.

“Our priority is to build a vibrant, healthy business and industry — one that supports Hollywood and creative, benefits consumers, encourages competition, and strengthens the overall job market,” Paramount said.

If the deal goes through, Paramount said that it would become Hollywood’s biggest spender — shelling out about $30 billion a year on programming.

In comparison, Walt Disney Co. has said it plans to spend $24 billion in the current fiscal year.

Paramount also added a dig at Warner management, saying: “We expect to make smarter decisions about licensing across linear networks and streaming.”

Some analysts have wondered whether Paramount would sell one of its most valuable assets — the historic Melrose Avenue movie lot — to raise money to pay down debt that a Warner acquisition would bring.

Paramount is the only major studio to be physically located in Hollywood and its studio lot is one of the company’s crown jewels. That’s where “Sunset Boulevard,” several “Star Trek” movies and parts of “Chinatown” were filmed.

A Paramount spokesperson declined to comment.

Sources close to the company said Paramount would scrutinize the numerous real estate leases in an effort to bring together far-flung teams into a more centralized space.

For example, CBS has much of its administrative offices on Gower in Hollywood, blocks away from the Paramount lot. And HBO maintains its operations in Culver City — miles from Warner’s Burbank lot.

Paramount pushed its deadline to Feb. 20 for Warner investors to tender their shares at $30 a piece.

The tender offer was set to expire last week, but Paramount extended the window after failing to solicit sufficient interest among Warner shareholders.

Some analysts believe Paramount may have to raise its bid to closer to $34 a share to turn heads. Paramount last raised its bid Dec. 4 — hours before the auction closed and Netflix was declared the winner.

Paramount also has filed proxy materials to ask Warner shareholders to reject the Netflix deal at an upcoming stockholder meeting.

Earlier this month, Netflix amended its bid, converting its $27.75-a-share offer to all-cash to defuse some of Paramount’s arguments that it had a stronger bid.

Should Paramount win Warner Bros., it would need to line up $94.65 billion in debt and equity.

Billionaire Larry Ellison has pledged to backstop $40.4 billion for the equity required. Paramount’s proposed financing relies on $24 billion from royal families in Saudi Arabia, Qatar and Abu Dhabi.

The deal would saddle Paramount with more than $60 billion of debt — which Warner board members have argued may be untenable.

“The extraordinary amount of debt financing as well as other terms of the PSKY offer heighten the risk of failure to close,” Warner board members said in a filing earlier this month.

Paramount would also have to absorb Warner’s debt load, which currently tops $30 billion.

Netflix is seeking to buy the Warner Bros. television and movie studios, HBO and HBO Max. It is not interested in Warner’s cable channels, including CNN. Warner wants to spin off its basic cable channels to facilitate the Netflix deal.

Analysts say both deals could face regulatory hurdles.