Does WB have to pay the breakup fee to Netflix if a Paramount hostile takeover succeeds?
No. Breakup fes are for when the buyer backs out or theere are external forces that prevent the merger. You can also have a breakup fee if the buyee wants out but that's a different thing. In this case it's Paramount saying "we'll up out government-blocks-the-sale fee from $2.xbn to $5bn" which is saying they have a lot of confidence the merger will go through.