Paramount Skydance (WBD) details tender offer and proxy fight over WBD–Netflix merger
Rhea-AI Filing Summary
Paramount Skydance Corporation filed additional proxy soliciting materials related to its proposal to acquire Warner Bros. Discovery (WBD) and its ongoing cash tender offer for all outstanding Series A common stock. The communication, originating from a LinkedIn post by Paramount’s Chief Legal Officer, is largely a detailed cautionary note on forward‑looking statements, outlining numerous business and transaction risks. It highlights uncertainties around the success of the tender offer, the possibility and terms of any business combination with WBD, and contrasts this with the previously announced merger agreement between WBD and Netflix. The filing also explains that Paramount and its affiliates may be deemed participants in soliciting proxies against the proposed WBD–Netflix transaction and directs investors to SEC filings, including Paramount’s Schedule TO, for complete terms and future proxy materials.
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Insights
Paramount advances a competing bid for WBD while opposing the WBD–Netflix merger, escalating a complex transaction contest.
The communication confirms that Paramount Skydance has an active cash tender offer for all outstanding Series A common stock of WBD, while WBD is already party to a separate, previously announced merger agreement with Netflix. This sets up a clear competitive dynamic: Paramount is pursuing a "Potential Transaction" with WBD at the same time WBD is working toward closing the "Proposed Netflix Transaction."
The risk disclosures emphasize multiple contingencies, including that the tender offer may not succeed, that the parties may never agree to a business combination, and that any eventual deal terms could differ materially from current descriptions. The text also flags financing requirements and the combined company’s anticipated indebtedness as key uncertainties tied to any Paramount–WBD combination.
Paramount states that it and certain executives may be deemed participants in soliciting proxies against the WBD–Netflix merger, signaling an active proxy effort aimed at influencing WBD stockholder votes. Future SEC filings, including tender offer documents and potential proxy statements, are highlighted as the primary sources for detailed terms and any evolution in deal structure or strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ¨ Filed by a party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material under §240.14a-12 |
Warner Bros. Discovery, Inc.
(Name of Registrant as Specified In Its Charter)
Paramount Skydance Corporation
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Filed by Paramount Skydance Corporation
Pursuant to Rule 14a-12 under the
Securities and Exchange Act of 1934, as amended
Subject Company: Warner Bros. Discovery, Inc.
Commission File No.: 001-34177
Date: January 20, 2026
On January 19, 2026, Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, made the following social media post on LinkedIn:
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’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 and the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD 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.
Investors and security holders of WBD are urged to read the tender offer statement(s) (including the offer to purchase, the letter of transmittal and other related offer documents), and any other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the Potential Transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of WBD. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Paramount through the website maintained by the SEC at http://www.sec.gov.
This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Paramount and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies against the Proposed Netflix Transaction. You can find information about Paramount’s executive officers and directors in Paramount’s Current Reports on Form 8-K filed with the SEC on August 7, 2025, September 16, 2025 and January 14, 2026, and Paramount’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025. Additional information regarding the interests of such potential participants will be included in one or more proxy statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC’s website at http://www.sec.gov.
FAQ
What is Paramount Skydance proposing in relation to Warner Bros. Discovery (WBD)?
Paramount Skydance has made a proposal for a potential acquisition of WBD and, through its wholly owned subsidiary Prince Sub Inc., has launched a cash Tender Offer for all outstanding Series A common stock of WBD.
How does the Paramount Skydance proposal relate to WBD’s existing merger agreement with Netflix?
WBD is already party to a previously announced merger agreement with Netflix, referred to as the "Proposed Netflix Transaction." Paramount’s communication describes its own tender offer and potential business combination as a separate "Potential Transaction" that is subject to conditions and may or may not occur.
What risks and uncertainties does Paramount highlight about the potential WBD transaction?
Paramount lists numerous risks, including that the Tender Offer may not succeed, that the parties may not agree to pursue a business combination, that any final terms may differ materially from current descriptions, and that achieving synergies, integrating operations, securing financing and managing total indebtedness of a combined company may be challenging.
Is this communication an offer to buy WBD shares or a solicitation to sell securities?
No. The text explicitly states that this communication does not constitute an offer to buy or a solicitation of an offer to sell securities. The actual tender offer is being made only pursuant to a Schedule TO filing, including the offer to purchase, letter of transmittal and related documents filed with the SEC.
Where can WBD investors find the official terms of the Paramount tender offer?
Investors are directed to Paramount’s tender offer statement on Schedule TO, filed with the SEC on December 8, 2025, including the offer to purchase, letter of transmittal and other related documents. These documents are available for free on the SEC’s website at http://www.sec.gov.
Is Paramount soliciting proxies in connection with the WBD–Netflix transaction?
The communication states that Paramount and certain of its directors, executive officers, management and employees may be deemed participants in the solicitation of proxies against the Proposed Netflix Transaction. Information about these individuals is available in Paramount’s Form 8-K and Form 10-Q filings, and additional details may appear in future proxy statements.
Why does the communication emphasize forward-looking statements and cautionary language?
Paramount explains that many statements about future financial results, potential transactions, integration, synergies and industry trends are forward-looking statements subject to known and unknown risks and uncertainties. It cautions that actual results may differ and notes that Paramount does not undertake to update such statements after the date of this communication.
