Paramount Pays Netflix $2.8 Billion Breakup Fee After Warner Bros. Deal Win

Netflix shares the transaction’s completion in a Friday SEC filing

Netflix co-CEO Ted Sarandos and Paramount CEO David Ellison (Getty Images/Chris Smith for TheWrap)
Netflix co-CEO Ted Sarandos and Paramount CEO David Ellison (Credit: Getty Images/Chris Smith for TheWrap)

Paramount Skydance paid its $2.8 billion breakup fee to Netflix Friday, after the streamer bowed out of the race to acquire Warner Bros. Discovery.

The streamer cashed a large check after conceding to Paramount in the bidding war. Per a Friday SEC filing, Netflix said WBD “provided notice to Netflix that it had terminated the Merger Agreement” and that PSKY followed through on its termination fee.

“WBD provided notice to Netflix that it had terminated the Merger Agreement in accordance with its terms in order to enter into an Agreement and Plan of Merger with PSKY in respect of such Company Superior Proposal,” the SEC filing read. “Concurrently with the termination of the Merger Agreement and entry into such agreement between WBD and PSKY, PSKY, on behalf of WBD, paid the $2,800,000,000 termination fee owed to Netflix in accordance with the terms of the Merger Agreement.”

Netflix declined to raise its $83 billion offer for Warner Bros. and HBO Max Thursday, after WBD declared that Paramount’s latest bid of $31 per share (a whopping $111 billion for the entirety of WBD, including its linear channels) was the “superior proposal.”

The streamer’s decision came four business days before its deadline next Wednesday.

“We believe we would have been strong stewards of Warner Bros.’ iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S.,” co-CEOs Ted Sarandos and Greg Peters said in a statement. “But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price.”

The co-CEOs said Thursday that the streamer has a “healthy” and “strong” business that is growing organically on its own and noted Netflix would spend $20 billion on films and series as it expands its entertainment offerings.

WBD’s pivot toward Paramount comes after Netflix has faced increased regulatory and political pressure in recent days.

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