Paramount Skydance Intensifies WBD Battle With Upgraded Cash Offer and Governance Tactics

Enhanced terms arrive in late February

Since February 13, 2026, Paramount has kept the core price at $30.00 per share in cash but added a ticking mechanism designed to lift the value if the deal drags on. If the transaction does not close by December 31, 2026, the offer will advance by $0.25 per share for each subsequent quarter. In the worst case, shareholders could collect up to $650 million more per quarter through this quarterly premium.

Deal essentials at a glance

• Paramount offer: $30.00 per share in cash
• Netflix counter-offer: $27.75 per share
• New quarterly premium: $0.25 per share per quarter (effective after December 31, 2026)
• Exit/ breakup cost assumption: Paramount would cover Netflix’s $2.8 billion breakup fee
• Acceptance window extended: through March 2, 2026

In addition, Paramount agreed to bear the $2.8 billion breakup fee that Warner Bros. Discovery would owe Netflix if the terms of the agreement were terminated. The purpose of these changes is to reduce the financial risks for WBD shareholders in a strategy shift.

Pentwater Capital as a linchpin in governance talk

Should investors sell immediately? Or is it worth buying Warner Bros. Discovery (A)?

Beyond the financial tweaks, Paramount is preparing a direct challenge to WBD’s leadership. Reports indicate advanced talks with Matthew Halbower, the founder of Pentwater Capital. Pentwater sits as the seventh-largest investor in WBD, holding roughly 50 million shares.

Halbower has previously accused the WBD board of breaching fiduciary duties by rejecting Paramount’s $108 billion bid in favor of Netflix’s lower offer. If discussions progress, Paramount is believed to be weighing nominations of Halbower and other candidates to the Warner Bros. Discovery board to break the impasse. A reconstituted board could, in turn, reconsider or reverse the Netflix recommendation.

Early investor reception and timing implications

Even with the elevated bid, investor reaction has been subdued. By February 10, 2026, only 42.3 million Paramount shares had been tendered, equating to roughly 1.7% of the about 2.48 billion shares outstanding. This tepid uptake reinforces Paramount’s plan to pursue a decision through a potential proxy contest rather than relying solely on shareholder voting.

The WBD board remains aligned with the Netflix deal, valuing the company at $27.75 per share or about $72 billion in total. Paramount contends that its all-cash offer is financially superior and offers greater certainty. A resolution is still anticipated in the coming weeks, at least by the extended deadline of March 2, 2026.