PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION OF PARAMOUNT'S PROPOSAL AS SUPERIOR

Rhea-AI Summary

Paramount (NASDAQ: PSKY) confirmed Warner Bros. Discovery (NASDAQ: WBD) Board found Paramount's $31.00 per share all-cash proposal a superior proposal. Key terms include a $0.25 per-quarter ticking fee after Sept 30, 2026, a $7 billion regulatory termination fee, Paramount paying WBD's $2.8 billion Netflix break fee, elimination of WBD's potential $1.5 billion financing cost, a $45.7 billion Ellison equity commitment and a $57.5 billion debt commitment from lead banks.

The HSR waiting period expired Feb 19, 2026; a definitive merger agreement and expiration of the four-business-day match period remain required to complete the transaction.

Positive

• Offer price of $31.00 per WBD share in cash
• $45.7B equity commitment from the Ellison Trust, guaranteed by Larry Ellison
• $57.5B debt commitment from Bank of America Merrill Lynch, Citi and Apollo

Negative

• $7.0B regulatory termination fee payable if transaction fails due to regulators
• Daily $0.25 per quarter ticking fee accrues after September 30, 2026
• Paramount assumes responsibility to pay WBD's $2.8B termination fee to Netflix

Key Figures

Offer price: $31.00 per share Ticking fee: $0.25 per quarter Regulatory termination fee: $7 billion +5 more

8 metrics

Offer price $31.00 per share All-cash proposal for 100% of WBD

Ticking fee $0.25 per quarter Accrues after Sept 30, 2026 until closing

Regulatory termination fee $7 billion Payable if deal fails due to regulatory matters

Netflix termination fee $2.8 billion Paramount to pay WBD’s termination fee owed to Netflix

Financing cost eliminated $1.5 billion Potential WBD financing cost tied to debt exchange offer

Ellison Trust equity $45.7 billion Equity commitment backing the transaction

Debt commitment $57.5 billion Debt financing from Bank of America, Citi and Apollo

HSR expiry time 11:59 pm, Feb 19, 2026 Hart-Scott-Rodino waiting period expiration

Market Reality Check

Price: $28.90 Vol: Volume 15,502,292 is belo...

low vol

$28.90 Last Close

Volume Volume 15,502,292 is below the 20-day average of 23,485,417, suggesting muted pre-news positioning. low

Technical Shares at $28.82 are trading above the 200-day MA at $18.80 and 3.9% below the 52-week high of $30.00.

Peers on Argus

While WBD was down 0.86%, key media peers like FOXA, FOX, NWS and NWSA were up b...

While WBD was down 0.86%, key media peers like FOXA, FOX, NWS and NWSA were up between 2–4%, pointing to stock-specific dynamics around the competing acquisition proposals.

Historical Context

5 past events · Latest: Feb 24 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 24	Revised offer terms	Positive	-0.9%	Paramount details revised $31 all-cash offer and protections for WBD.
Feb 24	Board response	Positive	-0.9%	WBD Board says revised Paramount proposal could lead to superior offer.
Feb 24	Paramount proposal	Positive	+0.8%	Paramount confirms submission of revised acquisition proposal for WBD.
Feb 24	Offer receipt	Neutral	+0.8%	WBD confirms receipt of revised proposal, maintains Netflix recommendation.
Feb 19	Earnings timing	Neutral	-0.9%	Company schedules Q4 and full-year 2025 earnings release and call.

Pattern Detected

Recent acquisition-related headlines have produced mixed reactions, including negative moves on seemingly positive developments about the Paramount offer.

Recent Company History

Over the past week, WBD’s news flow has been dominated by competing acquisition structures with Netflix and Paramount. On Feb 24, multiple releases confirmed Paramount’s revised $31 all-cash offer, WBD’s acknowledgment that it could lead to a Company Superior Proposal, and ongoing tender-offer activity. An 8-K on Feb 26 highlighted weaker 2025 revenue but a return to profitability and strategic separation plans. Against this backdrop, today’s confirmation that the Paramount proposal is deemed "Company Superior" builds directly on those earlier disclosures.

Market Pulse Summary

This announcement confirms that WBD’s board now views Paramount’s all-cash $31 per-share offer as a ...

Analysis

This announcement confirms that WBD’s board now views Paramount’s all-cash $31 per-share offer as a "Company Superior Proposal" under the existing Netflix merger agreement. The terms highlight sizeable protections and financing, including a $7 billion regulatory termination fee, a $2.8 billion payment of Netflix’s break fee, and large equity and debt commitments. Investors may watch upcoming SEC filings and board communications for definitive agreement execution and any changes in the competing Netflix transaction.

Key Terms

company superior proposal, tender offer, hart-scott-rodino antitrust improvements act, solvency certificate, +4 more

8 terms

company superior proposal regulatory

"has determined that Paramount's $31 per share, all-cash proposal to acquire WBD is a "Company Superior Proposal""

A company superior proposal is a bona fide, better offer from another buyer to acquire or merge with a target company that outperforms an existing agreement. Think of it like a higher bid at an auction that gives a seller grounds to consider changing deals; for investors it can change expected sale price, timing, or strategic direction and may increase shareholder value or create uncertainty about future ownership.

tender offer regulatory

"the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

hart-scott-rodino antitrust improvements act regulatory

"the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Paramount's acquisition"

A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.

solvency certificate regulatory

"additional equity funding to Paramount to the extent needed to support the solvency certificate required by Paramount's lending banks"

A solvency certificate is an official statement, usually from a company’s directors, auditor, or a licensed professional, confirming that the business can meet its debts and obligations as they come due. For investors it acts like a fitness certificate for a company’s finances — reassuring that the firm is not likely to default, reducing perceived risk and supporting decisions about lending, buying shares, or approving transactions.

schedule to regulatory

"The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

proxy statement regulatory

"This communication is not a substitute for any proxy statement, tender offer statement, or other document"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

form 10-k regulatory

"including but not to Paramount Global's most recent Annual Report on Form 10-K and Paramount's reports"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

form 8-k regulatory

"Paramount Global's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. Not financial advice.

LOS ANGELES and NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") confirms that it has been notified by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") that WBD's Board of Directors has determined that Paramount's $31 per share, all-cash proposal to acquire WBD is a "Company Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. (NASDAQ: NFLX).

David Ellison, Chairman and CEO of Paramount, said: "We are pleased WBD's Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing."

Under the terms of Paramount's proposed merger agreement:

• Paramount will acquire WBD for $31.00 per WBD share in cash for 100% of the company;
• A daily "ticking fee" of $0.25 per quarter will accrue after September 30, 2026, until the consummation of the Paramount transaction;
• A regulatory termination fee of $7 billion would be payable in the event the transaction does not close due to regulatory matters;
• Paramount will pay the $2.8 billion termination fee which WBD is required to pay to Netflix to terminate its existing Netflix merger agreement;
• Paramount will eliminate WBD's potential $1.5 billion financing cost associated with its debt exchange offer;
• The "Company Material Adverse Effect" definition excludes the performance of WBD's Global Linear Networks business;
• The Ellison Trust is providing a $45.7 billion equity commitment, and Larry Ellison is guaranteeing such commitment, including an obligation to contribute additional equity funding to Paramount to the extent needed to support the solvency certificate required by Paramount's lending banks, and
• Bank of America Merrill Lynch, Citi and Apollo are providing a $57.5 billion debt commitment.

The entry into Paramount's proposed transaction requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement between Paramount and WBD.

As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Paramount's acquisition of WBD expired at 11:59 pm on February 19, 2026.

Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi, M. Klein & Company and LionTree are also acting as financial advisors. Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as legal counsel to Paramount.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation (Nasdaq: PSKY) is a leading, next generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information please visit www.paramount.com.

Cautionary Note Regarding Forward-Looking Statements

This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others:  the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025, among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount Global's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

Additional Information

This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.

Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.

PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR. 

Participants in the Solicitation

The participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.

PSKY-IR

Media Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.com

Brunswick Group
ParamountSkydance@brunswickgroup.com

Gagnier Communications
Dan Gagnier
dg@gagnierfc.com

Investor Contacts:
Paramount 
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas@paramount.com

Okapi Partners
(212) 297-0720
Toll-Free: (844) 343-2621
info@okapipartners.com 

View original content:https://www.prnewswire.com/news-releases/paramount-comments-on-warner-bros-discovery-boards-determination-of-paramounts-proposal-as-superior-302699028.html

SOURCE Paramount Skydance Corporation

FAQ

What does Paramount's $31 per share proposal mean for WBD shareholders (WBD)?

Direct answer: Paramount's proposal values WBD at $31.00 per share in cash, offering immediate liquidity to shareholders. According to the company, the offer is all-cash, intended to provide certainty and speed to closing versus the previously announced Netflix transaction.

What key financing commitments support Paramount's acquisition of WBD (WBD)?

Direct answer: The transaction is backed by a $45.7 billion equity commitment and a $57.5 billion debt commitment. According to the company, the Ellison Trust equity commitment is guaranteed by Larry Ellison and banks led by Bank of America, Citi and Apollo provide debt support.

What fees and costs are tied to Paramount's proposed WBD deal (WBD)?

Direct answer: Material deal costs include a $2.8 billion Netflix break fee and a $7.0 billion regulatory termination fee. According to the company, Paramount will pay WBD's $2.8 billion fee and a $7.0 billion fee applies if regulators block the transaction.

When do antitrust and regulatory timelines affect the Paramount-WBD proposal (WBD)?

Direct answer: The HSR waiting period expired on February 19, 2026; further regulatory approvals remain required. According to the company, the deal also requires expiration of a four-business-day match period and any necessary regulator clearances to close.

How does the ticking fee in Paramount's WBD proposal work (WBD)?

Direct answer: A ticking fee of $0.25 per quarter will begin accruing after September 30, 2026 until closing. According to the company, the fee is designed to compensate for delay and accrues daily at that rate per quarter after the specified date.

Does Paramount remove WBD's stated financing cost in the transaction (WBD)?

Direct answer: Paramount says it will eliminate WBD's potential $1.5 billion financing cost tied to a debt exchange offer. According to the company, that elimination is an explicit term of the proposed merger agreement to reduce WBD's financing burden.