Warner Bros (WBD) Stock: Paramount Skydance Sweetens Bid as Netflix Deal Faces Regulatory Heat

TLDR

• Warner Bros. Discovery (WBD) is considering reopening deal talks with Paramount Skydance after the company sweetened its $78 billion all-cash offer on February 10.
• Paramount agreed to pay a $650 million quarterly ticking fee if the deal extends past December 31 and will cover WBD’s $2.8 billion Netflix breakup fee plus up to $1.5 billion in debt refinancing costs.
• The existing $82.7 billion Netflix deal faces intense regulatory scrutiny from Trump administration antitrust officials over streaming dominance concerns.
• If WBD restarts talks with Paramount, it must first notify Netflix, which will get a chance to match any improved Paramount offer.
• Ancora Holdings built a $200 million stake in WBD and plans to oppose the Netflix deal, though only 42.3 million shares have been tendered in Paramount’s favor so far.

Warner Bros. Discovery finds itself at the center of a high-stakes bidding war. Paramount Skydance and Netflix are competing for control of the media giant.

Warner Bros. Discovery, Inc., WBD

The WBD board is considering reopening negotiations with Paramount after the company improved its offer. Bloomberg reports the sweetened bid came on February 10.

Paramount committed to pay a $650 million quarterly ticking fee if the deal extends beyond December 31. The company also agreed to cover WBD’s $2.8 billion breakup fee to Netflix if that deal collapses.

The offer includes up to $1.5 billion to help with WBD’s debt refinancing costs. These additions signal Paramount’s confidence in securing quick regulatory approval.

Netflix signed an $82.7 billion sale agreement with WBD in December. However, that deal now faces serious roadblocks in Washington.

Trump administration antitrust officials are scrutinizing Netflix’s streaming dominance. One GOP operative with knowledge of the situation said the Netflix deal is “going nowhere with the executive branch.”

The regulatory pressure has rattled executives inside WBD. CEO David Zaslav initially launched the bidding process and settled on Netflix, which boosted WBD’s stock price.

But the intense regulatory heat has forced Zaslav to consider alternatives. He’s reportedly hoping Paramount will add a few more dollars to its $30 per share offer.

The Deal Process Moving Forward

If WBD reopens talks with Paramount, it must first notify Netflix. Netflix would then get a chance to match any improved Paramount offer.

Both companies have indicated willingness to raise their bids. However, Netflix’s deal already relies heavily on debt and its stock price has dropped during the bidding drama.

Zaslav is said to be holding out for Paramount to push its total package above $85 billion. That would surpass Netflix’s $27.75 per share all-cash bid.

The Netflix offer depends on the uncertain value of selling WBD’s cable properties. Paramount’s approach offers more immediate clarity on valuation.

Any DOJ antitrust review would take at least six months. The timeline could stretch longer after agency chief Gail Slater resigned under White House pressure.

If the DOJ rejects the Netflix deal and the company litigates, the process could take another year. That uncertainty weighs on WBD’s decision-making.

Investor Response and Share Tendering

Ancora Holdings built a $200 million stake in WBD. The firm plans to oppose the Netflix deal publicly.

However, only 42.3 million shares have been tendered in Paramount’s favor so far. That represents less than 2% of outstanding shares.

People inside Paramount’s camp say they received no word from WBD about reopening the process as of Sunday night. Some believe WBD may be leaking news about reconsidering to protect itself from potential litigation.

Paramount already sued WBD claiming it’s ignoring a superior offer due to a friendship between Zaslav and Netflix co-CEO Ted Sarandos. The lawsuit adds another layer of complexity to the situation.

WBD reportedly plans to respond to Paramount’s offer and announce its Q4 2025 earnings date this week. Investors are waiting for the date of WBD’s special shareholder vote on the Netflix deal.

Analysts remain cautious on Paramount Skydance’s outlook. On TipRanks, PSKY stock has a Moderate Sell consensus rating based on zero Buys, one Hold, and three Sell ratings.

The average Paramount Skydance price target of $12.33 implies 19.5% upside potential. Over the past year, PSKY shares have dropped 8.7%.

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