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Why Warner Bros. Rejected Paramount’s Offer—Then Asked for Its Best and Final Bid

WBD rejected Paramount’s offer as submitted on February 17, 2026, but gave it a short window to put a higher price and unresolved terms in a binding proposal. Netflix declined to match; Paramount’s acquisition of WBD closed October 6.
From TheFinanceBase Team3 min to read
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Warner Bros. Discovery (WBD) rejected Paramount Skydance’s offer on February 17, 2026, while still recommending its proposed Netflix merger. It was rejecting the terms then on the table, not ending negotiations: after Paramount indicated it could offer $31 per share, WBD used a short waiver period to seek a binding proposal with the price and other terms in writing. Paramount later acquired WBD. The transaction closed on October 6, 2026, and WBD shares ceased trading on Nasdaq that day.

What WBD rejected on February 17

WBD’s board recommended that shareholders reject Paramount’s then-current offer and continued to recommend the Netflix merger. The board had also rejected earlier versions of Paramount’s tender offer and draft merger agreements. In that context, “again” referred to another recommendation against the offer submitted at the time—not a refusal to consider a revised bid.

WBD said Paramount had orally indicated it was willing to pay $31 per share, but that price and several other matters were not included in Paramount’s latest draft merger agreement. A verbal indication was not the same as an actionable, binding proposal. WBD wanted the terms reflected in transaction documents before it could assess the offer fully.

Why WBD asked for a best and final offer

Netflix authorized a seven-day waiver, through February 23, for WBD to discuss unresolved terms with Paramount and give it the opportunity to submit its best and final offer. WBD circulated revised transaction documents as part of that process. The waiver opened a limited negotiating window; it did not itself terminate the Netflix agreement or commit WBD to accept Paramount’s offer.

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WBD CEO David Zaslav said the company was engaging with Paramount “to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.” That was WBD’s stated rationale and assessment, not a neutral finding that Paramount’s bid was already better or certain to close.

What Paramount’s revised proposal contained

On February 26, WBD said Paramount’s revised proposal qualified as a “Company Superior Proposal” under the Netflix merger agreement. That designation was a contractual stage in the process: it was not an announcement that the sale had closed. WBD’s disclosure described these proposed terms:

Term What WBD disclosed on February 26, 2026
Cash price $31.00 per WBD share
Ticking fee $0.25 per share per quarter, accruing after September 30, 2026
Regulatory termination fee $7 billion, payable if the transaction failed to close because of regulatory matters
Netflix termination fee Paramount would pay the $2.8 billion fee WBD would owe Netflix if WBD terminated its existing merger agreement with Netflix

The cash price was only one dimension of the comparison. The ticking fee could add value if the deal took longer to close, while the proposed fees allocated some termination risks between the parties. WBD had also sought a binding agreement covering terms that had not appeared in Paramount’s latest draft. The available disclosures establish that contract protections, closing and financing certainty, and the timing of Netflix’s match right mattered to the process; they do not provide a basis to treat the headline price alone as the whole comparison.

Did Netflix match Paramount’s bid?

No. After WBD determined that Paramount’s revised proposal met the agreement’s superior-proposal standard, Netflix had a four-business-day period to match it. Netflix declined. Co-CEOs Ted Sarandos and Greg Peters said that, at the price required to match Paramount’s offer, the Netflix deal was “no longer financially attractive.” Their statement explained Netflix’s decision; it was not an independent valuation of either transaction.

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What happened to WBD shareholders?

Paramount completed its acquisition of WBD on October 6, 2026, following regulatory approvals and satisfaction of closing conditions, according to Skydance’s closing announcement. Skydance said shareholders received $31.01666668 in cash for each WBD share. That final stated consideration is distinct from the $31.00-per-share revised proposal WBD assessed in February.

The Associated Press described the completed transaction as an $81 billion takeover. That reported transaction figure is not the cash amount paid per WBD share. WBD shares ceased trading on Nasdaq on the closing date, so the February shareholder vote scheduled for March 20 was part of a process that was later overtaken by the completed acquisition. The resulting combined company is named Skydance.

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