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On February 24, 2026, Warner Bros. Discovery (WBD) said Paramount Skydance’s revised proposal could reasonably be expected to lead to a “Company Superior Proposal” under its merger agreement with Netflix. On February 26, WBD formally made that classification. Netflix then declined to raise its bid. Paramount’s takeover of WBD later closed on October 6, 2026, and the combined company is named Skydance.
What the February 24 statement established
WBD’s February 24 announcement was a threshold finding, not a decision to switch buyers. It said the revised Paramount proposal could reasonably be expected to lead to a superior proposal, which allowed the parties to engage under the Netflix agreement while that agreement remained in force.
The wording matters. “Could reasonably be expected to lead to” describes a likely outcome that still required a further formal finding. A reader who took the headline as a declaration that Paramount had won would be reading a step in a contractual process as if it were the end of it.
How the February 26 classification worked
Two days later, WBD determined that the revised Paramount proposal did constitute a Company Superior Proposal. That determination is what triggered the match process: Netflix was given four business days to propose revisions to its own agreement. WBD said throughout that the Netflix agreement remained effective and that its board had not changed its recommendation.
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The sequence, as reported by WBD and the Associated Press (AP), ran as follows:
| Date | Event | Source |
|---|---|---|
| February 24, 2026 | WBD says the revised Paramount proposal could reasonably be expected to lead to a Company Superior Proposal. | WBD announcement, February 24, 2026 |
| February 26, 2026 | WBD formally classifies the proposal as a Company Superior Proposal and gives Netflix four business days to propose revisions. The Netflix agreement remains in effect. | WBD announcement, February 26, 2026 |
| February 26, 2026 | Netflix announces it will not raise its offer. | Netflix statement, February 26, 2026; AP report, February 26, 2026 |
| October 6, 2026 | Paramount’s takeover of WBD closes. The combined company is called Skydance. | AP report, October 7, 2026 |
The revised Paramount terms
WBD’s February 26 announcement set out the economics and protections attached to the revised proposal. The main terms are listed below as WBD described them. They are contract terms that changed hands only if the deal did, so they should be read as conditions of the offer rather than as payments already made.
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| Term | What WBD reported |
|---|---|
| Cash price | $31 per WBD share in cash. |
| Ticking fee | $0.25 per share each quarter, beginning after September 30, 2026. |
| Regulatory termination fee | $7 billion, payable if the deal fails for regulatory reasons. |
| Netflix termination fee | $2.8 billion, which WBD would owe Netflix to end the existing agreement. Paramount agreed to pay it. |
| Equity support | Additional equity support from Larry J. Ellison and an associated trust, if needed to support a solvency certificate required by Paramount’s lending banks. |
| Material adverse effect definition | An exclusion relating to WBD’s Global Linear Networks segment from the “Company Material Adverse Effect” definition. |
The ticking fee and the regulatory termination fee are the terms most likely to matter to a shareholder who waits for closing, because they change what the offer is worth if the timeline slips or regulators object. The sources do not quantify how either would play out in practice.
Comparing the two bids without overstating them
The two offers were not for the same thing, and that is the main limit on any direct comparison. Netflix’s agreement covered WBD’s studio and streaming business. Paramount’s offer covered WBD as a whole. The table reflects the scope and value figures as each source reported them.
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|---|---|---|---|---|
| Netflix | WBD’s studio and streaming business | $27.75 | Nearly $83 billion including debt | AP, February 26, 2026 |
| Paramount Skydance (revised) | WBD as a whole | $31 in cash | About $111 billion including debt | WBD, February 26, 2026; AP, February 2026 |
A higher per-share number does not settle which offer was better on a like-for-like basis. The available reporting does not provide enough matched detail on the assets, financing and closing risk for each bid to make that call independently. The “superior” finding was WBD’s board determination under the defined process in the merger agreement, and it should be read as that.
Netflix’s decision and its stated reasoning
Netflix did not raise its offer. Its co-CEOs, Ted Sarandos and Greg Peters, explained the decision in a February 26, 2026 statement:
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“The transaction we negotiated would have created shareholder value with a clear path to regulatory approval.”
“But at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”
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The statement is notable for what it concedes. Netflix did not argue that its own deal faced fewer regulatory obstacles than Paramount’s; it said its deal had a clear regulatory path in its view and that the price needed to match was the reason it stopped.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How the contest ended
AP reported on October 7, 2026 that Paramount’s takeover of WBD had closed on October 6, 2026, and that the combined company is named Skydance. Paramount CEO David Ellison was quoted by AP after the closing: “Today is a historic day, not just for Skydance but for our entire industry.”
AP’s October report uses an $81 billion figure for the takeover. Its February reporting put Paramount’s bid at about $111 billion including debt. The sources do not explain how the two measures relate, so the figures should not be treated as interchangeable or as a correction of one another.
Streaming: what is still unknown
AP reported that Paramount planned to unify streaming products over time. That report did not establish the name of the unified service, when it would launch, or how it would affect what consumers pay or which options they have. No product name, launch date, subscription price or savings figure has been confirmed by the sources cited here.
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