Warner Bros. Discovery, Inc. (WBD), on Tuesday, said its board determined that a revised proposal from Paramount Skydance Corp. (PSKY) could reasonably be expected to lead to a "Company Superior Proposal" under its existing merger agreement with Netflix, Inc. (NFLX).
The revised proposal includes a purchase price of $31 per WBD share in cash, plus a daily ticking fee equal to $0.25 per quarter beginning after September 30.
The proposal includes a $7 billion fee payable by Paramount Skydance if the deal fails due to regulatory issues and covers the $2.8 billion breakup fee WBD would owe Netflix to terminate the existing merger agreement.
The board has not determined whether the Paramount Skydance proposal is superior to the Netflix merger and will continue discussions with Paramount Skydance.
Under the Netflix merger agreement, Netflix would have four business days to negotiate and propose revisions if WBD determines it has received a superior proposal.
The Netflix merger agreement remains in effect, and the board continues to recommend the Netflix transaction.
The company said that the additional terms include an obligation for Paramount Skydance to contribute extra equity funding, if required, to support the solvency certificate required by its lending banks, and a revised "Company Material Adverse Effect" definition excluding the performance of WBD's Global Linear Networks business.
Warner Bros. Discovery closed the regular trading session on February 25, 2026, at $29.15, up $0.23 or 0.80%. Later, in overnight trading, the share price rose to $29.16, gaining $0.01 or 0.03%, as of 12:23 AM EST.
Paramount Skydance closed the regular trading session on February 25, 2026, at $10.39, down $0.17 or 1.61%. Later, in overnight trading, the share price rose to $10.53, gaining $0.14 or 1.35%, as of 12:19 AM EST.
Netflix closed the regular trading session on February 25, 2026, at $78.04, up $2.02 or 2.66%. Later, in overnight trading, the share price rose to $10.53, gaining $0.72 or 0.92%, as of 12:30 AM EST.
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