(Feb 10): Paramount Skydance Corp made enhancements to its hostile offer for Warner Bros Discovery Inc, addressing some of the company’s concerns in an effort to thwart a rival deal with Netflix Inc.
Paramount said in a statement on Tuesday it will cover the US$2.8 billion ($3.54 billion) termination fee that Warner Bros will have to pay to Netflix if it ends the already agreed-upon deal with the streaming giant. It will also backstop a Warner Bros debt refinancing and pay US$1.5 billion in fees associated with that, if necessary.
To underscore Paramount’s confidence that it will get swift regulatory approval for its offer, the company said it will pay a “ticking fee” to Warner Bros shareholders of 25 cents a share for every quarter the transaction is not closed beyond Dec 31.
Paramount stopped short of raising its US$30-a-share all cash bid, however. The company also didn’t address Warner Bros’ concerns that the combined businesses would be highly leveraged if its deal went through.
While the enhanced terms add about US$1.79 a share to cover termination and financing costs, they are unlikely to entice the Warner Bros board, according to Bloomberg Intelligence analysts Geetha Ranganathan and Raveeno Douglas.
“We don’t expect Warner Bros Discovery’s board to engage unless the base bid is raised to at least US$32 a share,” they said in a research note Tuesday.
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Shares of Paramount and Warner Bros both rose about 1.7% after the announcement. Netflix climbed 3.5%, suggesting that investors who would prefer the company not pursue the transaction may be happy that Paramount is providing a better alternative.
Paramount has been aggressively pursuing Warner Bros for months. The film and TV company, led by David Ellison, was taken by surprise when the Warner Bros board agreed to sell its studios and HBO Max streaming service to Netflix for US$27.75 a share, or US$82.7 billion.
Warner Bros, which has rejected multiple proposals by Paramount, has said it will ask shareholders to vote on the Netflix transaction by April.
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Paramount said it has complied with a second request for information from the Justice Department about its offer, a milestone that triggers a 10-day period for the regulators to respond.
Demonstrating it has an advantage with regulators is a key part of Paramount’s strategy to thwart Netflix’s planned acquisition. If Paramount can clear that waiting period, it could use that as a sign of government approval and try and convince Warner Bros shareholders to vote against the Netflix transaction.
Paramount said the equity commitment from the Ellison family and partners stands at US$43.6 billion. The group plans to borrow another US$54 billion from Bank of America Corp, Citigroup Inc and Apollo Global Management.
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