Warner Bros. Discovery board deems Paramount Skydance bid superior

Warner Bros. Discovery Inc. (NASDAQ: WBD) announced that its board of directors determined a revised proposal from Paramount Skydance Corporation (NASDAQ: PSKY) constitutes a "Company Superior Proposal" under its existing merger agreement with Netflix Inc. (NASDAQ: NFLX).

The Paramount Skydance proposal values Warner Bros. Discovery at $31.00 per share in cash, plus a daily ticking fee of $0.25 per share per quarter beginning after September 30, 2026. The offer includes a $7 billion regulatory termination fee payable by Paramount Skydance if the transaction fails due to regulatory issues.

Paramount Skydance would also pay the $2.8 billion termination fee that Warner Bros. Discovery would owe Netflix to exit their existing merger agreement. Larry J. Ellison and an associated trust would provide additional equity funding to support solvency requirements from Paramount Skydance's lending banks.

Warner Bros. Discovery notified Netflix of its determination on February 26, 2026, triggering a four business day period during which Netflix can propose revisions to prevent the Paramount Skydance proposal from qualifying as superior. If Netflix does not submit acceptable revisions, Warner Bros. Discovery would be entitled to terminate the Netflix merger agreement.

The Netflix merger agreement remains in effect, and the board continues to recommend the Netflix transaction without withdrawing or modifying its recommendation.

Allen & Company, J.P. Morgan and Evercore serve as financial advisors to Warner Bros. Discovery, while Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP provide legal counsel.

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