At 8% of the deal’s equity value, the fee is well above the average even in big-ticket dealmaking, signaling Netflix executives’ confidence they can convince global antitrust watchdogs to let the transaction go ahead. The average breakup fee in 2024 was equal to about 2.4% of the total transaction value, according to a report from Houlihan Lokey.

Netflix’s multibillion-dollar pledge is also a sign of how heated the bidding war got for control of the iconic Hollywood studio. As part of a sweetened proposal earlier this week, rival suitor Paramount Skydance Corp. had more than doubled the proposed breakup fee in its offer to $5 billion.

Warner Bros., meanwhile, would have to pay a $2.8 billion reverse breakup fee if its shareholders vote down the deal. If Warner Bros. were to accept a rival offer, the new buyer, in effect, would be on the hook for that fee.

Here are some of the biggest breakup fees in M&A history, according to data compiled by Bloomberg:

AOL/Time Warner Inc.

Deal value: $160 billion 

America Online Inc. agreed to pay a fee of about $5.4 billion if it backed out of its agreement to buy Time Warner Inc. Time Warner would pay about $3.9 billion if it broke up the transaction under certain conditions.

Percentage of deal value: 3.4%

Outcome: Completed

Pfizer/Allergan

Deal value: $160 billion

The breakup fee could have been as high as $3.5 billion, but the merger had a contingency that it would be lower if there were changes to tax law. Pfizer ended up paying just $150 million after the US cracked down on corporate tax inversions 

Percentage of deal value: 2.2% (but paid less than 0.1%)

Outcome: Terminated

Verizon/Verizon Wireless

Deal Value: $130 billion

Breakup Fee: This deal for Vodafone’s stake in Verizon Wireless was complicated. Verizon promised to pay a breakup fee to Vodafone of $10 billion if it couldn’t get financing for the deal, or $4.64 billion if its board changed its recommendation to shareholders to vote in favor of the transaction. Meanwhile, Vodafone would have owed $1.55 billion to Verizon if its board changed its mind, and either side would have had to pay $1.55 billion to the other if shareholders turned down the transaction. Vodafone also would have had to pay that $1.55 billion if an unfavorable tax ruling made it too onerous to complete the deal. 

Percentage of deal value: 7.7%

Outcome: Deal completed

AB InBev/SAB Miller

Deal value: $103 billion

Breakup fee: AB InBev agreed to pay a breakup fee of $3 billion if it failed to get approval from regulators or shareholders and instead walked away from what was then the biggest corporate takeover in UK history. 

Percentage of deal value: 2.9% 

Outcome: Completed

AT&T/T-Mobile USA

Deal Value: $39 billion 

Breakup fee: AT&T agreed to pay Deutsche Telekom a $3 billion breakup fee in cash, as well as transferring radio spectrum to T-Mobile and striking a more favorable network-sharing agreement. 

Percentage of deal value: 7.7%

Outcome: Withdrawn after regulatory opposition

Google/Wiz

Deal value: $32 billion

The companies agreed that Google would pay a breakup fee of about $3.2 billion — a huge chunk of the transaction value — if the deal didn’t close.

Percentage of deal value: 10% 

Outcome: Completed

A deadline was looming: Warner Bros. had asked bidders, which also included Paramount Skydance Corp. and Comcast Corp., to have their latest proposals and contracts in by the Monday after the holiday, following a round about a week earlier. The suitors were told to put their best foot forward.

While most Americans were watching football and feasting on turkey, Netflix executives and advisers hunkered down to finalize a binding offer and a $59 billion bridge loan from banks, one of the biggest of its kind. That gave the streaming company the ammunition to make a mostly cash-and-stock bid that helped it prevail over Comcast and David Ellison’s Paramount, according to people familiar with the matter.

The resulting $72 billion deal, announced Friday, is set to bring about a seismic shift in the entertainment business — if it can survive intense regulatory scrutiny and a potential fight from Paramount. This account of Netflix’s surprise victory in the biggest M&A auction of the year is based on interviews with half a dozen people involved in negotiations. They asked not to be identified because the details are confidential.

The sales process had kicked off with several unsolicited bids from Paramount Skydance, itself a newly formed company after a merger this year orchestrated by Ellison. He’s now the studio’s chief executive officer and controlling shareholder, with backing from his father, Oracle Corp. billionaire Larry Ellison. 

Paramount’s early move gave it a head start in the bidding process weeks before other would-be buyers got access to information. But the post-Thanksgiving deadline for second-round bids became a turning point by giving Netflix time to catch up and assemble the documents it needed, some of the people said. And since the streaming giant was bred in the fast-paced ethos of Silicon Valley, it could move quickly. 

When the binding bids arrived that Monday, Netflix’s offer emerged as superior, the people said.

One issue was the Warner Bros. camp had doubts about how Paramount would pay for the company, which owns sprawling Hollywood studios, the HBO network and a vast film and TV library. Paramount’s offer included financing from Apollo Global Management Inc. and several Middle Eastern funds, and it had conveyed that its bid was fully backstopped by the Ellisons. Still, Warner Bros. executives were privately concerned about the certainty of the financing, people familiar with the matter said.

Representatives for Netflix and Warner Bros. declined to comment.

‘Noble’ vs ‘Prince’

In the weeks leading up to the finale, Warner Bros. advisers set up war rooms at various hotels in midtown Manhattan. A core group holed up at the Loews Regency, which has long been a convening spot for the city’s movers and shakers.

Inside Warner Bros., the situation was known as “Project Sterling.” The company called itself by the code name “Wonder.” The team referred to Netflix as “Noble,” while Paramount was “Prince” and Comcast was “Charm.”

At Netflix, Chief Financial Officer Spencer Neumann served as the point man while corporate development head Devorah Bertucci organized people day-to-day. Chief Legal Officer David Hyman and Spencer Wang, vice president of finance, investor relations and corporate development, also were key architects, with all of them reporting into co-CEOs Ted Sarandos and Greg Peters.

The contours of the deal were shaped in a way befitting of a tech company: mostly over video chat or phone rather than in person. Virtual war rooms were set up. While strategizing or discussing diligence on Zoom, participants would raise virtual hands or make suggestions over chat rather than unmuting and slowing down the meeting. Google Docs were used to review and edit documents together in real time.

Talks heated up this week, with Warner Bros. advisers in continuous dialogue with the bidders and negotiating contract language and value. Comcast said it would merge its NBCUniversal division with Warner Bros. Paramount offered to more than double its proposed breakup fee to $5 billion to sweeten its deal and outshine rivals. 

In the end, Warner Bros. determined Netflix had the best offer and the company was the most flexible on key terms. On Wednesday, Paramount lobbed an aggressively worded letter to Warner Bros. board saying the sales process was “tainted.” It also identified what it saw as regulatory risks in the Netflix proposal, one sign that a winning outcome was slipping away for Paramount. 

Netflix found out Thursday evening New York time that it had won. Executives and advisers were assembled on a video call when they got the official word, sparking a moment of jubilation before everyone snapped into action. By 10:25 p.m., Bloomberg News broke the news that a deal was imminent. 

Even Sarandos made it sound like the ending was a twist on a conference call with investors. “I know some of you are surprised that we’re making this acquisition, and I certainly understand why,” he said. “Over the years, we have been known to be builders, not buyers.”

Regardless of whether Paramount reemerges to try and top the bid, Netflix will have work ahead of it. It has agreed to pay a $5.8 billion breakup fee to Warner Bros. if the transaction fails on regulatory grounds. The company also has to digest its largest acquisition ever.

“It’s going to be a lot of hard work,” co-CEO Peters said on the conference call. “We’re not experts at doing large-scale M&A, but we’ve done a lot of things historically that we didn’t know how to do.”

The lawsuit, filed in 2024 by Attorney General Andrea Campbell, alleges that Meta did this to make a profit and that its actions affected hundreds of thousands of teenagers in Massachusetts who use the social media platforms.

“We are making claims based only on the tools that Meta has developed because its own research shows they encourage addiction to the platform in a variety of ways,” said State Solicitor David Kravitz, adding that the state’s claim has nothing to do the company’s algorithms or failure to moderate content.

Meta said Friday that it strongly disagrees with the allegations and is “confident the evidence will show our longstanding commitment to supporting young people.” Its attorney, Mark Mosier, argued in court that the lawsuit “would impose liabilities for performing traditional publishing functions” and that its actions are protected by the First Amendment.

“The Commonwealth would have a better chance of getting around the First Amendment if they alleged that the speech was false or fraudulent,” Mosier said. “But when they acknowledge that its truthful that brings it in the heart of the First Amendment.”

Several of the judges, though, seem to more concerned about Meta’s functions such as notifications than the content on its platforms.

“I didn’t understand the claims to be that Meta is relaying false information vis-a-vis the notifications but that it has created an algorithm of incessant notifications … designed so as to feed into the fear of missing out, fomo, that teenagers generally have,” Justice Dalila Wendland said. “That is the basis of the claim.”

Justice Scott Kafker challenged the notion that this was all about a choose to publish certain information by Meta.

“It’s not how to publish but how to attract you to the information,” he said. “It’s about how to attract the eyeballs. It’s indifferent the content, right. It doesn’t care if it’s Thomas Paine’s ‘Common Sense’ or nonsense. It’s totally focused on getting you to look at it.”

Meta is facing federal and state lawsuits claiming it knowingly designed features — such as constant notifications and the ability to scroll endlessly — that addict children.

In 2023, 33 states filed a joint lawsuit against the Menlo Park, California-based tech giant claiming that Meta routinely collects data on children under 13 without their parents’ consent, in violation of federal law. In addition, states including Massachusetts filed their own lawsuits in state courts over addictive features and other harms to children.

Newspaper reports, first by The Wall Street Journal in the fall of 2021, found that the company knew about the harms Instagram can cause teenagers — especially teen girls — when it comes to mental health and body image issues. One internal study cited 13.5% of teen girls saying Instagram makes thoughts of suicide worse and 17% of teen girls saying it makes eating disorders worse.

Critics say Meta hasn’t done enough to address concerns about teen safety and mental health on its platforms. A report from former employee and whistleblower Arturo Bejar and four nonprofit groups this year said Meta has chosen not to take “real steps” to address safety concerns, “opting instead for splashy headlines about new tools for parents and Instagram Teen Accounts for underage users.”

Meta said the report misrepresented its efforts on teen safety.

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Associated Press reporter Barbara Ortutay in Oakland, California, contributed to this report.