Paramount sweetens Warner Bros bid with offer to pay Netflix break-up cost, other fees

By Harshita Mary Varghese and Aditya Soni Feb 10 (Reuters) – Paramount Skydance has enhanced its Warner Bros Discovery bid by offering shareholders extra cash for each quarter the deal fails to close after this year and agreeing to cover the breakup fee the HBO owner would owe Netflix if it walked away. Even though Paramount did not raise its 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.  Paramount said on Tuesday that it has offered shareholders a 25-cent-per-share "ticking fee", amounting to about $650 million in cash each quarter from early 2027 until the Warner Bros deal closes, signaling confidence the transaction will be completed relatively quickly. It did not raise its overall offer of $30 per share, or $108.4 billion including debt. But Paramount said it 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. Paramount, owner of CBS, would also acquire Warner Bros' television networks, including CNN and TNT, which would be spun out into a separately traded company, Discovery Global, ahead of the Netflix merger. ACTIVIST INVESTOR PRESSURE Activist investor Ancora Holdings has built a roughly $200 million stake in Warner Bros and plans to oppose the deal to sell its TV and film assets to Netflix, the Wall Street Journal reported on Tuesday. Ancora could announce its position as soon as Wednesday, the WSJ report said, adding that it plans to continue buying Warner shares. The firm has privately informed Warner CEO David Zaslav that it is prepared to launch a proxy fight if the board fails to secure the best possible deal for shareholders with Paramount, according to the report. Warner Bros holds a market capitalization of about $69 billion, according to LSEG-compiled data, making Ancora's reported stake less than 1% of the company. The companies did not immediately respond to Reuters' requests for comments late on Tuesday. 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 deal is unlikely to sway WBD away from Netflix and toward Paramount. Paramount is throwing spaghetti at the wall and hoping something sticks," said Ross Benes, senior analyst at Emarketer. "Outside of raising its price, Paramount's best chance at stealing WBD is from outside regulators blocking Netflix."   Warner Bros said its board would review the revised offer but has not changed its recommendation in support of the Netflix deal. Netflix did not immediately respond to a request for comment. Warner Bros shares were 2% higher, while Netflix gained 1.7% and Paramount was up 1.3% in afternoon trading. 'MEANINGFUL ENHANCEMENTS'  Paramount also unveiled several other measures aimed directly at addressing criticisms about its offer from the Warner Bros board.  It said it would backstop Warner Bros' planned debt exchange, offering to fully reimburse the potential $1.5 billion fee owed to bondholders without reducing the separate $5.8 billion reverse termination fee owed to Netflix, if the merger deal with Warner Bros fails to close. 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. Paramount also raised the personal guarantee from Oracle co-founder Larry Ellison to $43.3 billion and expects to fund the deal with $54 billion of debt from Bank of America, Citigroup and Apollo. The rival bidder called on Warner Bros directors to declare the amended offer a potential superior proposal, and resume negotiations.  UNCERTAINTY AROUND DISCOVERY GLOBAL Paramount said it is open to discussing "contractual solutions" with Warner Bros' board to address the possibility that Discovery Global's financial performance could continue to deteriorate beyond what it is projecting for its linear network business. The company has argued that Netflix's offer leaves Warner Bros shareholders exposed to significant uncertainty as the amount of cash they would receive depends entirely on Discovery Global's financial condition at the time of the spinoff. Paramount has estimated that if Discovery Global were spun off with leverage similar to Comcast spinning off most of its NBCUniversal cable networks to Versant, Netflix's cash consideration for the deal would fall to $23.20 per share. The David Ellison-led company has extended the deadline for its tender offer to February 20, giving it more time to convince investors that its proposal for the Hollywood studio was superior to a rival bid from Netflix. However, Warner Bros has repeatedly spurned Paramount's offer. The U.S. Department of Justice is reportedly examining whether Netflix engaged in anti-competitive practices as part of its regulatory review of the deal. Netflix has pointed out that Google's YouTube accounts for more viewing time on U.S. televisions than other streaming services.  For Netflix, gaining access to Warner Bros' marquee assets — from "Friends" to "Batman" — could give it the cultural firepower to develop a new wave of streaming-first spinoffs, prequels and sequels. It would also make Netflix the biggest global streaming player, with roughly half a billion subscribers.   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.  The Warner Bros board has said 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, Nick Zieminski, Alan Barona and Sherry Jacob-Phillips)

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