Paramount raises Warner offer to $31, upping fee and pushing bid

Summary-linked developments

Paramount has raised its takeover price for Warner Bros. Discovery to $31 per share, pushing the negotiations into what Warner described as the next phase of a contest with Netflix over control of the storied Hollywood studio. The revised bid—submitted after Paramount previously offered $30 per share—adds new deal terms, including a $7 billion regulatory termination fee and a modified timeline-based payment if the transaction does not close by late September, Warner said. The announcement comes as both sides prepare for the regulatory process, with the U.S. Department of Justice already conducting reviews and other countries expected to do so.

Warner said Tuesday that Paramount increased the price of its offer to $31 per share after the earlier $30-per-share level, which had been in place since December. That period coincided with a hostile bid by Paramount and with Warner’s existing agreement with Netflix to sell Warner’s studio and streaming business for $27.75 per share. Warner also characterized a Paramount-Warner combination as potentially reshaping Hollywood and the wider media landscape, while Netflix’s effort would keep Warner’s studio and streaming assets under a different owner as the dispute plays out.

Paramount’s revised offer also raised the stakes beyond the per-share price. Warner said the company increased its regulatory termination fee to $7 billion and agreed to move up a previously promised “ticking fee,” a provision that pays additional amounts if the deal takes longer than expected. Under the earlier terms, Warner said Paramount would pay 25 cents per share for each quarter the deal remained pending past the end of the year; Warner said Paramount now would pay that amount if the transaction does not go through by the end of September.

Warner added that Paramount’s latest bid “could reasonably be expected to lead to” a superior offer under the agreement with Netflix, but it said the board had still not determined whether Paramount’s proposal is actually better than Netflix’s. Under the terms described by Warner, if the board later deems Paramount’s offer the better deal, Netflix would then have four days to match or revise its proposal, or choose to walk away.

Netflix declined to comment when reached by The Associated Press on Tuesday afternoon, while Paramount confirmed the submission of its revised offer earlier in the day, according to the report. The companies’ public dispute has centered on which deal terms would deliver more value and whether the combined assets would raise competition concerns in the streaming and media markets.

The broader context includes warnings from lawmakers and entertainment trade groups about how a transaction could affect consolidation in an industry dominated by a few large players. Critics cited possible job losses, reduced diversity in filmmaking, and pressure on consumers already facing rising streaming subscription costs. The report said those concerns have translated into substantial antitrust scrutiny, with a Warner sale potentially hinging on who receives regulatory clearance.

Both companies have argued that their plans would be beneficial for consumers and the broader industry, and both have attacked the other’s regulatory narrative. Paramount has pointed to Netflix’s larger market value and argued that if Netflix acquired Warner, it would gain dominance in subscription video on demand. Netflix has responded by arguing that its proposal would be evaluated in the context of broader video libraries, including YouTube, and has contended that because it does not currently own the same studios and distribution as Warner it would preserve and grow those operations.

By contrast, Netflix’s position as described by Warner’s filing emphasizes that a Warner-Paramount combination would merge two of Hollywood’s last five major studios, alongside theatrical channels and news networks. The report also said politics could be a factor as President Donald Trump has made past suggestions about his role in seeing a deal through, while later maintaining that regulatory approval would be up to the Justice Department.

The dispute also intersects with Trump’s relationship to people tied to Paramount. The report said Trump has a close relationship with billionaire Oracle founder Larry Ellison, whose connection includes backing Paramount’s bid through Skydance leadership linked to David Ellison, and that Skydance’s recent acquisition of Paramount arrived after a separate contentious merger approved weeks after a settlement related to editing at Paramount’s “60 Minutes.” It said critics worry that changes under new ownership could extend to newsroom decisions at Warner’s CNN if Paramount’s bid succeeds.

Still, Trump’s remarks have also included criticism aimed at Paramount’s editorial decisions in connection with “60 Minutes,” and the report said he previously met Netflix co-CEO Ted Sarandos, whom he called a “fantastic man.” The report also noted Trump’s calls on social media for Netflix to fire former U.N. ambassador Susan Rice from its board, an effort tied to Rice’s comments on a podcast hosted by former federal prosecutor Preet Bharara, where Rice said corporate actors and others who “take a knee” to Trump might face an unfavorable outcome.

In the near term, the immediate question for investors and regulators is how Warner’s board will evaluate which offer is superior and whether Netflix can match if Paramount’s bid proves better under the agreement. For antitrust staff and lawmakers, the bidding war does not end the core review—either outcome could still determine how much Hollywood consolidation regulators allow and what it means for consumers, filmmakers, and competition across streaming and broadcast news.