WARNER BROS DISCOVERY INC SEC Filings

Netflix is using a proxy campaign to win over Warner Bros. Discovery (WBD) shareholders for its proposed $82.7bn acquisition of WBD’s film and TV studios, positioning it against a larger but more leveraged $108bn hostile offer from Paramount for the entire company. Netflix has shifted to an all-cash structure and says this could enable a WBD shareholder vote as soon as April, while Paramount has reportedly secured only about 7% of WBD shares in its tender, far short of control.

Netflix highlights its balance sheet strength versus Paramount’s planned $55bn debt and $40bn equity backstop from Larry Ellison, and argues its bid offers greater deal certainty. The combination would pair HBO and Warner Bros.’ catalog with Netflix’s 325mn-subscriber platform, drawing regulatory scrutiny as their combined U.S. streaming share could exceed the 30% antitrust threshold. Netflix has paused share buybacks and said 2025 operating margins fell by 3.7 points to 29.5% due to $275mn of deal-related costs, even as Q4 net profit rose 29% to $2.4bn.

Netflix is soliciting Warner Bros. Discovery (WBD) shareholders’ support for a proposed all‑stock combination valued at approximately $83 billion. The deal would involve WBD separating a new subsidiary called Discovery Global, which would be spun off before closing, and then combining WBD’s remaining Warner Bros. business with Netflix.

The proxy materials highlight Netflix co-CEO Greg Peters’ strategic case: using Warner Bros.’ theatrical capabilities, production infrastructure and HBO-branded programming to deepen Netflix’s library, drive engagement, support advertising growth and improve retention and pricing power. Netflix and WBD emphasize that the transaction is subject to WBD shareholder approval, regulatory clearances, successful completion of the spin-off and other customary conditions, and they caution that there are significant risks if the deal is delayed, altered or not completed.

Paramount Skydance Corporation has amended and extended its tender offer for all outstanding shares of Series A common stock of Warner Bros. Discovery, Inc.. At the same time, Paramount Skydance has filed a preliminary proxy statement to solicit WBD stockholders’ proxies against the contemplated merger between WBD and Netflix, Inc. and related proposals for the WBD special meeting.

The company describes this tender offer and proxy effort as part of a broader potential transaction involving Paramount Skydance and WBD, alongside the previously announced merger agreement between WBD and Netflix. The disclosure also highlights numerous business and transaction-related risks, including the possibility that the tender offer is not successful, that no business combination is agreed, or that any eventual deal differs materially from current descriptions.

Paramount Skydance’s Prince Sub Inc. is pursuing a hostile cash tender offer for all Series A shares of Warner Bros. Discovery at $30.00 per share, and has extended the offer’s expiration to 5:00 p.m. New York City time on February 20, 2026. The move comes amid a competing proposed all-cash merger between Warner Bros. and Netflix at $27.75 per share, where the Netflix consideration can be reduced based on the net debt of Global Linear Networks.

Paramount details $40.7 billion of equity commitments from the Ellison Trust and RedBird, backed by a personal guarantee from Larry Ellison on $40.4 billion, plus $54.0 billion of debt financing from Bank of America, Citi and Apollo. It contrasts this with Netflix’s $67.2 billion of debt financing from Wells Fargo, BNP and HSBC, and highlights similar regulatory reverse termination fees and somewhat different outside dates and termination fee percentages.

The filing describes active contention between Paramount and the Warner Bros. board over disclosures and deal assessments, including a DOJ request for additional information, competing proxy campaigns around the Netflix merger, and Paramount’s intent to nominate directors at Warner Bros.’ 2026 annual meeting.

Paramount Skydance Corporation and its subsidiary Prince Sub are running a proxy campaign urging Warner Bros. Discovery stockholders to vote against three special meeting proposals tied to a proposed acquisition by Netflix. Under the Netflix merger, each Warner Bros. share would receive $27.75 in cash before a debt-based adjustment that could cut the cash to as low as $21.40 per share, plus shares in a spun-off Global Linear Networks business. Paramount highlights that Warner Bros.’ own advisors produced discounted cash flow values for Global Linear Networks as low as $0.72 per share, implying total value below Paramount’s competing $30.00 per share all‑cash offer.

Paramount argues its $30.00 cash tender offer, commenced December 8, 2025 and amended December 22, 2025, offers clearer value and stronger regulatory commitments, with no financing condition and $54.0 billion of signed debt commitments plus $40.7 billion of equity backing. It warns that approval of the Netflix merger would “lock in” the Netflix deal and eliminate the chance to accept Paramount’s offer. Paramount also stresses that voting against the Netflix merger proposal is required to preserve statutory appraisal rights and seeks votes against the related conversion and compensation proposals that facilitate the Netflix transaction.

Netflix is outlining the proxy and disclosure process for its proposed transaction with Warner Bros. Discovery (WBD). WBD has filed a preliminary proxy statement on Schedule 14A and plans to file a registration statement for a new subsidiary, Discovery Global, which will be spun off before the deal closes. Investors in both companies are urged to read the proxy materials and related SEC filings because they will explain the terms of the deal and the interests of directors and executives.

The communication also includes a detailed caution about forward-looking statements, stressing that completion and benefits of the transaction depend on factors such as shareholder and regulatory approvals, successful separation of WBD businesses, integration of Netflix and WBD, consumer viewing trends, and potential litigation or business disruption. Both companies highlight that many risks could cause actual results to differ significantly from expectations.

Warner Bros. Discovery and Netflix are moving forward with a proposed transaction, and Warner Bros. Discovery (WBD) has filed a preliminary proxy statement to seek stockholder approval. The proxy is not yet final and a definitive version, if prepared, will be mailed to WBD stockholders. WBD also plans to file a registration statement for a new subsidiary, Discovery Global, which will be spun off from WBD before the transaction closes.

The communication urges investors and security holders of both companies to read the proxy statement and related SEC filings because they will contain important details about the deal and the parties involved. It explains that directors and executive officers of both companies may be considered participants in soliciting WBD stockholder votes. The text includes an extensive caution about forward-looking statements, listing numerous risks that could cause actual results or deal outcomes to differ, including failure to complete the transaction, regulatory or stockholder approvals, integration challenges, litigation, business disruption and broader economic and regulatory developments.

Warner Bros. Discovery filed an amendment to its Schedule 14D-9 describing an amended and restated merger agreement with Netflix. The revised deal keeps the merger consideration for WBD stockholders at $27.75 per share in cash, instead of a mix of cash and Netflix stock, and continues to include a spin-off of WBD’s Global Linear Networks business into Discovery Global, whose shares will be distributed pro rata to WBD stockholders.

The amended terms also reduce the “Specified Amount” of net indebtedness to be borne by Discovery Global at the separation date by $260 million. WBD’s board unanimously determined the amended Netflix transaction is fair and in the best interests of stockholders and continues to recommend that stockholders reject PSKY’s unsolicited $30.00 per share cash tender offer and not tender their shares. The merger agreement includes a $2.8 billion termination fee payable by WBD in certain circumstances and a $5.8 billion reverse termination fee payable by Netflix if the deal fails for specified regulatory reasons.

Warner Bros. Discovery is asking stockholders to approve a cash sale of its streaming and studio business to Netflix, paired with a spin-off of its linear TV networks. WBD will first complete a holding-company reorganization so that each share of existing WBD common stock becomes one share of New WBD, which will then hold the Streaming & Studios Business. The Global Linear Networks and related assets will be moved into a new company, Discovery Global, and all Discovery Global shares will be distributed pro rata to New WBD stockholders.

After this spin-off, Netflix’s subsidiary will merge with New WBD, and each share of New WBD common stock (with limited exceptions) will be converted into $27.75 in cash per share, subject to possible downward adjustment based on how net debt is split between New WBD and Discovery Global. The board unanimously recommends voting FOR the merger, the corporate conversion needed to complete the separation, and the advisory proposal on merger-related executive compensation. The cash merger price represents a roughly 121% premium to WBD’s prior unaffected trading price, and stockholders will also retain the distributed Discovery Global shares.