Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Paramount Skydance Corporation and Warner Bros. Discovery entered into a definitive merger agreement, with Paramount acquiring all outstanding shares of WBD for $31.00 per share in cash, plus a ticking fee if closing is delayed past September 30, 2026.

• The transaction values WBD at an enterprise value of $110 billion and is expected to close in Q3 2026, subject to regulatory and shareholder approvals.

• The merger aims to create a leading global media and entertainment company, combining extensive film, television, and streaming assets, and is expected to generate over $6 billion in synergies.

• The deal is fully financed with $47 billion in equity from the Ellison Family and RedBird Capital Partners, and $54 billion in debt commitments, with no financing condition to closing.

• Paramount has terminated its tender offer for WBD shares, and WBD has canceled its planned separation into two companies.

Voting matters and shareholder proposals

• The merger requires approval by a majority of WBD shareholders at a special meeting, with proxy materials to be filed and distributed.

• WBD’s board unanimously recommends the merger, and shareholders will receive detailed proxy statements outlining the transaction.

• If a superior proposal emerges, WBD’s board may change its recommendation, subject to a match right for Paramount and payment of a $3 billion termination fee.

Board of directors and corporate governance

• The boards of both companies unanimously approved the merger agreement.

• Post-merger, the directors and officers of the Paramount subsidiary will become the initial directors and officers of the surviving corporation.

• Paramount’s special committee of independent directors oversaw the equity investment terms.