What is the offer price for WBD shares?

Each share of WBD common stock will be converted into the right to receive $31.00 in cash, without interest. Additionally, if the closing date of the merger occurs after September 30, 2026, WBD stockholders will receive 'Ticking Consideration,' which is an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026, up to a maximum of $0.25 per 90 calendar day period.

How is the transaction being financed?

PSKY has secured financing through equity investments totaling approximately $46.97 billion from The Lawrence J. Ellison Revocable Trust and RedBird Capital Partners. This is supplemented by debt financing from lenders. The consummation of the merger is not contingent on PSKY securing financing.

What happens to WBD's previous merger agreement with Netflix?

WBD has terminated its prior merger agreement with Netflix, Inc. PSKY, on behalf of WBD, paid a termination fee of $2.8 billion in cash to Netflix as required by the terms of that agreement. This action allows WBD to proceed with the merger agreement with PSKY.

WBD 8-K: Material Agreements & Regulation FD

Q: What is the proposed transaction?

Warner Bros. Discovery, Inc. (WBD) has entered into an Agreement and Plan of Merger with Paramount Skydance Corporation (PSKY) and its subsidiary, Prince Sub Inc. This agreement will result in PSKY acquiring WBD in a merger, with WBD surviving as a wholly owned subsidiary of PSKY.

Summary

Warner Bros. Discovery, Inc. (WBD) has entered into a definitive merger agreement with Paramount Skydance Corporation (PSKY) and its subsidiary, Prince Sub Inc. This agreement outlines the terms of a merger whereby PSKY will acquire WBD in an all-cash transaction. The proposed deal values each share of WBD common stock at $31.00, plus potential ticking consideration if the closing date extends beyond September 30, 2026. The transaction has received unanimous approval from the boards of directors of both companies and is subject to WBD stockholder approval and customary closing conditions, including regulatory clearances. The merger represents a significant shift for WBD, superseding its previously announced separation plans and terminating its prior merger agreement with Netflix. PSKY has secured substantial financing through equity investments from The Lawrence J. Ellison Revocable Trust and RedBird Capital Partners, along with debt commitments, ensuring sufficient funds for the transaction. The deal includes provisions for termination fees, with a substantial fee payable by WBD under certain circumstances and a significant regulatory termination fee payable by PSKY.

Key Highlights

1WBD to be acquired by Paramount Skydance Corporation (PSKY) in an all-cash transaction for $31.00 per share, plus potential ticking consideration.
2The merger agreement has been unanimously approved by the boards of directors of both WBD and PSKY.
3WBD stockholder approval is required for the transaction to proceed.
4Financing for the acquisition is substantially secured through equity investments from The Lawrence J. Ellison Revocable Trust and RedBird Capital Partners, and debt commitments, with no financing condition for PSKY.
5WBD's previously announced separation plan is terminated as a result of this merger agreement.
6The prior merger agreement with Netflix has been terminated, with PSKY paying a $2.8 billion Netflix termination fee on behalf of WBD.
7Significant termination fees are outlined, including a $3 billion Company Termination Fee payable by WBD and a $7 billion Regulatory Termination Fee payable by PSKY under specific circumstances.

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (Feb 27, 2026)

Summary

Key Highlights

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