If the merger does not close by midnight, Warner shareholders begin earning a daily cash payment on top of the deal price.
Wednesday is the last day Paramount Skydance can close its acquisition of Warner Bros. Discovery without paying extra for the delay.
Under the merger agreement filed in March, if the deal closes after , Warner shareholders are entitled to a "ticking fee" of $0.00277778 a share for each day of delay, capped at $0.25 a share in any 90-day period. The fee is paid in cash on top of the merger consideration.
The arithmetic of the cap
The numbers are built to line up. Multiply the daily rate by 90 and the result is approximately $0.25. In practice that means the cap never truncates the fee within a single 90-day stretch; it simply limits the payment to the full daily accrual. Over a year, the fee would add up to roughly $1 a share. For arbitrage investors holding Warner stock against the deal, that turns every week of court delay into a modest, predictable yield of about 2 cents a share.
The structure also puts pressure on the buyer. Paramount bears the cost of each day the deal stays open, which gives it an incentive to keep litigation and regulatory talks moving.
Where the court stands
The closing depends on a federal judge. Paramount, Warner and a group of state attorneys general have proposed an antitrust consent decree to resolve their objections to the deal. U.S. District Judge Araceli Martínez-Olguín has not ruled on it.
The most recent filing came on , when the companies and the settling states jointly rejected a request from Sen. Cory Booker for an independent public-interest review of the settlement. The judge has not said when she will decide.
What to watch
A ruling on the consent decree is a key remaining step toward closing the deal. Until it arrives, the ticking fee begins accruing on Thursday. Investors should also watch whether Booker or outside groups opposed to the merger file further objections, which could extend the timeline and the payments.