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Netflix, Inc. outlines its case for Warner Bros. Discovery (WBD) stockholders to approve a proposed Netflix–WBD transaction at a March 20, 2026 special meeting. The communication highlights a fully financed, all-cash structure to acquire Warner Bros., including its film and TV studios and HBO-branded streaming assets.
Netflix emphasizes themes of long-term job creation, expanded production capacity, and increased investment in original content, positioning the combination as a growth-focused, largely vertical merger. It notes that both companies have made Hart-Scott-Rodino filings and are engaging with U.S. and international competition authorities, and it urges WBD investors to vote in favor of the deal using the proxy materials on file with the SEC.
Warner Bros. Discovery’s board is responding to an unsolicited cash tender offer from Paramount Skydance’s Prince Sub to buy all outstanding Series A common shares at $30.00 per share plus a small daily “ticking” fee after December 31, 2026. As of February 4, 2026, 2,479,887,341 shares were outstanding.
After consulting legal and financial advisors, the board unanimously concluded the PSKY offer is not in the best interests of shareholders, is not a superior proposal, and is less attractive than the already-signed Netflix merger, citing financing, leverage, regulatory and execution risks and restrictive covenants. The board therefore recommends shareholders reject the PSKY offer and not tender their shares, while continuing to support the Netflix merger.
The filing details how directors and executives would be treated if the PSKY deal closed, including conversion of equity awards into PSKY awards and potential golden parachute payments. For example, estimated change‑in‑control compensation for CEO David Zaslav could total about $633 million under assumed termination scenarios.
Warner Bros. Discovery has agreed to be acquired by Netflix in a complex cash-and-spin transaction. WBD will first complete an internal reorganization, then spin off its Global Linear Networks and related assets into a new public company, Discovery Global, distributed pro rata to current stockholders.
After that spin, Netflix’s merger subsidiary will merge into New WBD, leaving New WBD as a wholly owned Netflix unit holding the Streaming & Studios business. Each share of New WBD common stock will be converted into cash of $27.75 per share, subject to a possible reduction tied to how much net debt is allocated between New WBD and Discovery Global. Management currently estimates the cash merger consideration between $27.75 and $26.98 per share, with an extreme technical minimum of $21.23 in an unlikely scenario. This cash payment is in addition to the Discovery Global shares stockholders receive in the spin-off.
A special virtual stockholder meeting on March 20, 2026 will ask investors to approve the Merger Agreement, a conversion of “Old WBD” into a Delaware LLC needed to complete the separation, and an advisory vote on merger-related executive compensation. The board unanimously deems the terms fair and recommends voting “FOR” all three proposals.
Ancora Alternatives LLC, a Warner Bros. Discovery shareholder, is urging investors to oppose the proposed Netflix transaction and push the Board to re-engage with a rival offer from Paramount Skydance Corporation. Ancora argues that the Netflix deal is “flawed, inferior and high risk.”
The notice highlights that WBD’s Board chose an offer with maximum cash of $27.75 per share plus spin‑off stock instead of a competing $30 per share all‑cash proposal from Paramount. Based on WBD’s preliminary proxy, Ancora says cash from the Netflix transaction could fall to $21.23 per share.
Ancora points to antitrust concerns cited in media reports about Netflix acquiring WBD and contrasts this with Paramount’s proposal, which it says is backed by the Ellison Trust and includes a potential $0.25 per‑share “ticking fee.” Ancora states it will vote “NO” on the Netflix deal if the Board does not re-engage with Paramount and signals it may seek to hold directors accountable at the 2026 annual meeting.
Netflix, Inc. filed additional proxy solicitation materials related to its proposed transaction with Warner Bros. Discovery, Inc. (WBD), highlighting third-party commentary that characterizes the Netflix–WBD combination as pro-competitive, innovation-focused and beneficial for consumers in a crowded streaming market.
The materials note that WBD has filed a preliminary proxy statement on Schedule 14A regarding the transaction and plans to register a new subsidiary, Discovery Global, which will be spun off before closing. Investors in both companies are urged to read the proxy statement and related SEC filings for detailed information and risk factors, including regulatory approvals, completion of the Discovery Global separation, integration challenges, litigation risk and potential business disruptions if the deal does not close.
Warner Bros. Discovery, Inc. filed Amendment No. 6 to its Schedule 14D-9 in response to an unsolicited tender offer for its Series A common stock. The offer is from Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to purchase all outstanding Series A shares (excluding treasury and shares already owned by PSKY or its subsidiaries) at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes.
The amendment notes that on February 10, 2026, the purchaser and PSKY filed Amendment No. 19 to their Schedule TO to change terms of the unsolicited tender offer. This Warner Bros. Discovery amendment updates Item 9 of the company’s statement by adding a new exhibit, a press release dated February 10, 2026, to reflect those developments.
Paramount Skydance Corporation is using this communication to promote its proposed acquisition of Warner Bros. Discovery and to solicit opposition to the previously announced Netflix transaction. Gerry Cardinale of RedBird Capital explains that Paramount’s proposal is a $30 per share, all‑cash offer for 100% of WBD, which he argues delivers greater value and certainty than the Netflix deal.
Cardinale says the bid has been “perfected” by committing to fund the $2.8 billion termination fee payable to Netflix if WBD ends that agreement, and by backstopping an exchange offer and a related $1.5 billion fee owed to bondholders. He criticizes the Netflix structure, highlighting leverage of about $17 billion at a spun‑off Discovery Global entity and questioning the reliability of its ultimate trading value for WBD shareholders.
The interview also notes regulatory progress: Paramount has certified compliance with the U.S. Department of Justice’s second request, starting a ten‑day review period, and has received foreign investment clearance in Germany. The filing includes extensive forward‑looking statement and tender‑offer disclaimers and urges WBD stockholders to review Paramount’s tender offer materials and BLUE proxy card filings.
Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., is making a cash tender offer to buy all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock at $30.00 per share, net to the seller in cash, less any required withholding taxes.
This Amendment No. 20 to the existing Schedule TO does not change the terms of the offer. It mainly updates the filing by adding a new exhibit, which is a transcript of an interview with Gerry Cardinale of RedBird Capital Partners on CNBC dated February 10, 2026.
Paramount Skydance Corporation filed a current report describing a new step in its effort to acquire Warner Bros. Discovery. The company issued a press release announcing that it has submitted a revised offer letter to Warner Bros. Discovery’s board to buy all outstanding shares of its Series A common stock and has amended and extended its tender offer for those shares.
The filing also highlights extensive forward-looking risk factors tied to the potential transaction, including financing, regulatory and stockholder approvals, integration challenges, competitive pressures and broader industry, economic and operational risks. Paramount is also actively soliciting proxies against Warner Bros. Discovery’s proposed merger with Netflix and has filed a preliminary proxy statement and a Schedule TO for its tender offer.
Paramount Skydance, through subsidiary Prince Sub Inc., has amended its tender offer to buy all Series A shares of Warner Bros. Discovery for $30.00 in cash per share, now with additional “Ticking Consideration” and an extended expiration to 5:00 p.m. New York City time on March 2, 2026. The Ticking Consideration adds $0.00277778 per day after December 31, 2026, capped at $0.25 per 90-day period, if the merger has not yet closed when shares are accepted. Paramount positions this proposal as clearly superior to Warner Bros.’ existing cash merger agreement with Netflix, which offers $27.75 per share subject to downward adjustment for certain net debt levels. Financing for Paramount’s bid includes up to $44.9 billion of equity from the Ellison Trust and RedBird and $54 billion of debt financing, with a personal guarantee from Larry Ellison backing $44.6 billion of the equity commitments and an Ellison guarantee of key cash obligations including the $2.8 billion Netflix termination fee. The offer is not subject to any financing condition and is intended to be followed by a second-step merger, with appraisal rights potentially available only in that merger, not in the tender offer itself.