Paramount Skydance Acquires Warner Bros Discovery

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Paramount Skydance to Acquire Warner Bros. Discovery in $110 Billion All-Cash Deal, Creating Global Media Powerhouse

NEWS RELEASE HERE:
PARAMOUNT TO ACQUIRE WARNER BROS. DISCOVERY TO FORM NEXT-GENERATION GLOBAL MEDIA AND ENTERTAINMENT COMPANY
https://ir.paramount.com/news-releases/news-release-details/paramount-acquire-warner-bros-discovery-form-next-generation

FILM USA - February 27, 2026 - Paramount Skydance Corporation (NASDAQ: PSKY) and Warner Bros. Discovery, Inc. (NASDAQ: WBD) announced a definitive merger agreement under which Paramount will acquire WBD for $31.00 per share in cash, valuing the transaction at approximately $110 billion (enterprise value) / $81 billion (equity value).
The deal has unanimous Board approval from both companies and is expected to close in Q3 2026, subject to regulatory clearances (U.S. DOJ/FTC, EU, others) and WBD shareholder approval (vote expected early spring 2026). If closing delays past September 30, 2026, WBD shareholders receive a $0.25 per share "ticking fee" (accrued daily per quarter) until completion. Funding is fully committed (~$47B equity from Ellison family/RedBird; $54B debt)-no financing contingencies.

Paramount Skydance Corporation (NASDAQ: PSKY) will buy 100% of Warner Bros. Discovery for $31 per share in cash. This values WBD at roughly $81 billion in equity and over $110 billion including debt (about 7.5x 2026 EBITDA on a fully synergized basis).
The boards of both companies unanimously approved the definitive merger agreement. It is subject to customary conditions, including regulatory clearances (U.S. DOJ/FTC, EU, and others) and approval by WBD shareholders (expected vote in early spring 2026). The deal is targeted to close in Q3 2026. If it hasn't closed by September 30, 2026, WBD shareholders get a $0.25 per share "ticking fee" (measured daily) until closing.

How We Got Here (Brief Background)

• Paramount itself merged with Skydance Media in August 2025 (David Ellison-led, backed by his father Larry Ellison and RedBird Capital).
• WBD (formed in 2022 from WarnerMedia + Discovery) had been exploring a split and faced bidding interest.
• A competitive auction in late 2025 pitted Paramount Skydance against Netflix (and briefly Comcast). Netflix signed a deal in December 2025 for WBD's studios + streaming assets (~$83B enterprise value), but Paramount launched a hostile full-company bid.
• On February 26, 2026, WBD's board declared Paramount's revised $31/share all-cash offer a "superior proposal". Netflix declined to match and exited, calling it "no longer financially attractive." Paramount will cover the $2.8B breakup fee to Netflix.

Combined Company Highlights
• Two major studios (Warner Bros. + Paramount) producing ≥30 theatrical films/year, with strong theatrical windows (min. 45 days pre-VOD; aim 60-90+ days).
• Streaming: Max (HBO), Paramount+, Pluto TV for accelerated growth/profitability.
• Vast IP: 15,000+ films/TV hours including Harry Potter, DC, Game of Thrones, Lord of the Rings, Top Gun, Mission: Impossible, Star Trek, SpongeBob, Transformers, TMNT.
• News/linear: CNN + CBS.
• Sports/global: NFL, Olympics, UFC, PGA, NHL, college football, Champions League across 200+ countries.
• Synergies: >$6B expected; pro forma net debt/EBITDA ~4.3x at close, targeting investment-grade in ~3 years.

Quotes
David Ellison, CEO, Paramount Skydance: "By uniting these world-class studios, complementary platforms, and exceptional talent, we'll deliver greater value to audiences, partners, and shareholders."
David Zaslav, CEO, Warner Bros. Discovery: "This transaction maximizes value for our iconic assets while providing certainty for investors."

Recap
Follows Paramount's 2025 merger with Skydance Media. WBD (formed 2022) faced strategic options amid bidding. After a competitive process (Netflix signed for studios/streaming at ~$83B in Dec 2025; brief Comcast interest), Paramount's revised $31/share all-cash offer was deemed "superior" by WBD's board on Feb. 26, 2026. Netflix declined to match and exited; Paramount covers the $2.8B breakup fee.
Challenges
Antitrust scrutiny expected due to scale in film, streaming (~200M+ subs), news. Structured to minimize issues (e.g., prior HSR clearance). Potential employee impacts from synergies; industry debate on content diversity/theatrical support.
The merger creates a major rival to Disney/Netflix.

Details may evolve with regulatory/shareholder processes.

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Paramount Skydance + Warner Bros Discovery

This release was published on openPR.