A break in the stalemate came nearly six months into the auction.
Paramount increased its all-cash offer to $31 a share, grabbing the attention of the Warner Bros. Discovery board and investors. Warner announced that it wanted to negotiate further with Paramount because its latest proposal — the Ellison firm’s tenth offer since mid-September — could amount to a “superior proposal,” which would reset the auction.
For weeks, Paramount had clung to its $30 a share bid — even though Warner board members repeatedly deemed it insufficient. Paramount also agreed to a raft of other provisions, which appears to have moved the needle.
One measure that was important to Warner’s board was that billionaire Larry Ellison would “contribute additional equity funding to the extent needed” to ensure Paramount’s lenders were satisfied that the company would be solvent and able to meet its debts. Warner board members had expressed concerns that, under the previous deal structure, Paramount may not have the financial firepower to close such a gargantuan deal.
Paramount also agreed to pay $7 billion to Warner should the deal fail to clear various regulatory hurdles. The previous commitment was $5 billion. In addition, Paramount reaffirmed that it would cover the $2.8 billion termination fee that Warner would owe Netflix if Warner abandoned its deal with the streamer.
In another sweetener, Paramount committed to paying an additional $.25 per quarter to shareholders for each three-month period after Sept. 30 that it took to close the proposed Paramount takeover of Warner. It also agreed to cover Warner’s potential $1.5 billion in financing costs associated with a planned debt exchange offer.
“Paramount welcomes the WBD Board’s determination and looks forward to continuing to engage constructively with WBD to deliver the benefits of Paramount’s proposal to WBD shareholders, the creative community and consumers,” Paramount said in a statement.
Warner cautioned that its board members had not agreed to abandon the Netflix proposal. Doing so would trigger a clause in the Netflix merger agreement that would give the streaming giant four days to match or beat Paramount’s enhanced offer.