Warner Bros. Discovery (WBD) Proxy Filing summary

Executive summary

• Paramount Skydance Corporation is soliciting proxies to vote against the proposed acquisition of Warner Bros. Discovery by Netflix, arguing their $30.00 per share all-cash offer is superior to the Netflix proposal, which offers $27.75 per share subject to a potentially significant net debt adjustment and uncertain value from a spin-off of Global Linear Networks.

• Paramount's offer is fully financed, with equity backstopped by the Ellison family and RedBird Capital, and $54 billion in debt commitments from major financial institutions, and is not subject to any financing condition.

• Paramount asserts their offer provides greater value and closing certainty, with a clearer regulatory path and stronger commitments to obtain regulatory approval than Netflix.

• Paramount has enhanced its offer with a ticking fee of $0.25 per share per quarter for any closing delay after December 31, 2026, and will cover Warner Bros.' break fee to Netflix and potential debt refinancing costs.

Voting matters and shareholder proposals

• Paramount urges shareholders to vote against three proposals: (1) adoption of the Netflix Merger Agreement, (2) approval of the conversion of Old Warner Bros. to an LLC, and (3) approval of executive compensation related to the Netflix merger.

• Voting against these proposals preserves the opportunity for shareholders to accept Paramount's superior offer and exercise appraisal rights for fair value.

• Paramount provides detailed voting instructions and emphasizes the importance of submitting the blue proxy card to register opposition.

Board of directors and corporate governance

• Paramount's board and executive team, including David Ellison as CEO, are disclosed as participants in the solicitation.

• Paramount has formed a special committee of independent directors to oversee the equity financing and ensure alignment with shareholder interests.