Paramount Skydance Corp made enhancements to its hostile offer for Warner Bros Discovery Inc, addressing some of the company’s concerns in an effort to thwart a rival deal with Netflix Inc.
Paramount said in a statement on Tuesday that it will cover the $2.8 billion termination fee that Warner Bros will have to pay to Netflix if it ends the already agreed-upon deal with the streaming giant. It will also backstop a Warner Bros debt refinancing and pay $1.5 billion in fees associated with that, if necessary.
To underscore Paramount’s confidence that it will get swift regulatory approval for its offer, the company said it will pay a “ticking fee” to Warner Bros shareholders of 25 cents a share for every quarter the transaction is not closed beyond Dec 31.
Paramount stopped short of raising its $30-a-share all cash bid, however. The company also didn’t address Warner Bros’ concerns that the combined businesses would be highly leveraged if its deal went through.
READ MORE: Netflix shifts to all-cash offer for WBD in bidding war with Paramount Skydance
Warner Bros said in a statement that it will review the amended tender offer and make a recommendation to shareholders afterward.
While the enhanced terms add about $1.79 a share to cover termination and financing costs, they are unlikely to entice the Warner Bros board, according to Bloomberg Intelligence analysts Geetha Ranganathan and Raveeno Douglas.
“We don’t expect Warner Bros Discovery’s board to engage unless the base bid is raised to at least $32 a share,” they said in a research note on Tuesday.
Shares of Paramount and Warner Bros both rose about 1.7 percent after the announcement. Netflix climbed 3.5 percent, suggesting that investors who would prefer the company not pursue the transaction may be happy that Paramount is providing a better alternative.
READ MORE: Paramount launches Warner Bros proxy fight, files suit
Paramount has been aggressively pursuing Warner Bros for months. The film and TV company, led by David Ellison, was taken by surprise when the Warner Bros board agreed to sell its studios and HBO Max streaming service to Netflix for $27.75 a share, or $82.7 billion.
Warner Bros, which has rejected multiple proposals by Paramount, has said it will ask shareholders to vote on the Netflix transaction by April.
Paramount said it has complied with a second request for information from the Justice Department about its offer, a milestone that triggers a 10-day period for the regulators to respond.
Demonstrating that it has an advantage with regulators is a key part of Paramount’s strategy to thwart Netflix’s planned acquisition. If Paramount can clear that waiting period, it could use that as a sign of government approval and try and convince Warner Bros shareholders to vote against the Netflix transaction.
Paramount said the equity commitment from the Ellison family and partners stands at $43.6 billion. The group plans to borrow another $54 billion from Bank of America Corp, Citigroup Inc, and Apollo Global Management.
