WARNER BROS DISCOVERY INC SEC Filings

Paramount Skydance Corporation has filed additional proxy soliciting materials opposing the proposed merger between Netflix and Warner Bros. Discovery (WBD) and promoting its own bid for WBD. The filing reproduces a statement by Paramount’s Chief Legal Officer, Makan Delrahim, to a House Judiciary subcommittee, arguing that the Netflix–WBD merger is highly anticompetitive and, in his view, presumptively unlawful, while asserting that Paramount’s proposed transaction with WBD does not raise the same concerns. Paramount highlights its cash tender offer, made through wholly owned subsidiary Prince Sub Inc., to acquire all outstanding Series A common stock of WBD and notes that a potential negotiated business combination could follow.

The communication includes extensive forward-looking statement cautions describing risks around completing any transaction with WBD, obtaining stockholder and regulatory approvals, financing and leverage for a combined company, and achieving anticipated synergies. It also stresses that this is not an offer to buy or sell securities and urges WBD investors to read the Schedule TO tender offer materials and any future proxy statements or related SEC filings in full when available.

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., is conducting a cash tender offer to purchase all outstanding shares of Series A Common Stock of Warner Bros. Discovery, Inc. at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes.

This Amendment No. 16 to the Schedule TO does not change the offer terms and instead updates the filing by adding a new exhibit. The added exhibit covers information that Paramount Skydance Corporation posted on www.StrongerHollywood.com on January 19, 2026, which is now formally incorporated into the tender offer materials.

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.

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., continues its tender offer to buy all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes. This amendment, labeled Amendment No. 15 to the Schedule TO, does not change the core economic terms of the offer but updates the filing by adding a new exhibit.

The exhibit added is a LinkedIn post by Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, dated January 18, 2026. All other information in the prior Schedule TO filings remains in effect and is incorporated by reference.

A director of Warner Bros. Discovery, Inc. filed an amended Form 4 to correct the number of shares reported from the company’s 2022 merger with AT&T’s WarnerMedia business. The amendment shows the director acquired 3,673 shares of WBD Series A common stock on April 8, 2022 at a price of $0, reflecting shares received rather than a market purchase.

The shares came from the Reverse Morris Trust combination in which AT&T’s WarnerMedia assets were spun into Spinco and then merged into a Warner Bros. Discovery subsidiary. Each Spinco share was automatically converted into 0.241917 shares of WBD Series A common stock, and this automatic conversion generated the 3,673 shares now correctly reported as directly owned.

Netflix has announced a proposed $83 billion deal to buy Warner Bros. Discovery’s movie and TV business, a move that would combine two major entertainment libraries and distribution platforms. Co-chief executive Ted Sarandos emphasizes that, if completed, the combined company plans to increase content spending over time and maintain Warner Bros.’ theatrical film releases, generally using 45‑day cinema windows. The transaction structure is expected to include an S‑4 registration statement and a proxy statement/prospectus for Warner Bros. Discovery stockholders, along with a separate registration for a WBD subsidiary to be spun off before closing. The communication also outlines extensive risk factors and cautions that completion depends on shareholder approvals, regulatory clearances, successful separation steps and the ability to realize anticipated benefits.

Netflix, Inc. outlines a proposed transaction with Warner Bros. Discovery (WBD) that would involve issuing shares of Netflix common stock to WBD stockholders and spinning off a newly formed WBD subsidiary before closing. Netflix plans to file a Form S-4 registration statement that will include a joint proxy statement/prospectus, while WBD will file its own proxy materials and a separate registration statement for the spin-off vehicle. The communication stresses that investors should carefully read the future registration statement and proxy statement/prospectus when available, as they will contain important details about the deal and the parties involved.

The document also explains that Netflix, WBD and some of their directors and executive officers may be considered participants in soliciting proxies from WBD stockholders. It includes a detailed forward-looking statement disclaimer, listing risks such as failure to obtain stockholder or regulatory approvals, challenges in separating WBD’s Discovery Global and Warner Bros. businesses, difficulties realizing expected synergies, potential litigation, business disruption, and uncertainty about the long-term value of Netflix’s stock.

Paramount Skydance Corporation is appealing directly to Warner Bros. Discovery (WBD) shareholders as it pursues a fully financed, all-cash $30 per share tender offer for all WBD shares. Paramount criticizes WBD’s previously announced merger with Netflix, contrasting its fixed cash bid with what it describes as Netflix’s mix of $23.25 in cash, Netflix stock recently valued at $4.11 per WBD share, and future Global Networks equity that Paramount analyzes as having no current equity value. Paramount plans to nominate a new slate of WBD directors and propose a bylaw amendment to require shareholder approval for any separation of Global Networks, and says it will solicit proxies against approval of the Netflix agreement if a special meeting is called. It also states that it has filed suit in Delaware Chancery Court seeking additional financial disclosure so WBD shareholders can evaluate the competing proposals.

Paramount Skydance Corporation provides an FAQ for Warner Bros. Discovery, Inc. shareholders about its cash tender offer for all outstanding Series A common stock. The FAQ points investors to the formal Offer to Purchase and Letter of Transmittal for detailed tendering procedures and clarifies that the offer is separate from the proposed Warner Bros. Discovery–Netflix merger. It discusses topics such as an equity backstop involving the Lawrence J. Ellison Revocable Trust, targeted run-rate cost synergies of over $6 billion, and expectations around regulatory review. A valuation illustration for the Discovery Global “stub” shows Discovery Global next twelve months EBITDA of $3.9 billion, an applied EV/EBITDA multiple of 3.8x, implied enterprise value of $14.7 billion, and estimated net debt of $15.1 billion, leading to an implied equity value of negative $0.4 billion and per-share value of $0.00 on 2.6 billion fully diluted WBD shares, with an illustrative M&A option value of about $0.50 per share. The communication emphasizes that all figures and outcomes are forward-looking and subject to significant risks and uncertainties.