공시 • Dec 17
Paramount Skydance Corporation (NasdaqGS:PSKY) cancelled the acquisition of Warner Bros. Discovery, Inc. (NasdaqGS:WBD).
Paramount Skydance Corporation (NasdaqGS:PSKY) proposed to acquire Warner Bros. Discovery, Inc. (NasdaqGS:WBD) for $66.9 billion on December 1, 2025. Under the terms, Paramount Skydance Corporation will pay $26.5 in cash per share. On December 4, 2025, Paramount Skydance Corporation increased its offer price. Under the terms of the acquisition, Paramount Skydance Corporation will acquire all of the outstanding shares of Warner Bros. Discovery, Inc for $30 in cash per share or a total of $77.3 billion. on December 8, 2025. Paramount Skydance Corporation commenced an all-cash tender offer to acquire Warner Bros. Discovery, Inc. The transaction is for the entirety of Warner Bros. Discovery, Inc, including the Global Networks segment. In a related transaction, Netflix, Inc. entered into a definitive agreement to acquire Warner Bros. Discovery, Inc for $71.5 billion. The transaction will not be subject to any financing condition and will be financed by new equity backstopped by Ellison Family and RedBird Capital of $40.7 billion and $54 billion of debt commitments from Bank of America, Citi and Apollo, with use of proceeds including refinancing WBD’s existing bridge loan. The combined transaction is expected to generate cost synergy of $6 billion to be realized by 2029. Paramount intends to effect the second-step merger to acquire all outstanding Shares and make Warner Bros. Discovery, Inc, a wholly owned subsidiary of Paramount Skydance Corporation. In case of termination, $5 billion will be payable by Paramount Skydance Corporation for failure to obtain required regulatory approvals and 3.75% of equity value $2.9 billion will be payable by Warner Bros. Discovery, Inc upon termination for Superior Proposal, applicable upon signing of the merger agreement.
The transaction is subject to approval by Federal Trade Commission, Hart-Scott-Rodino Antitrust, signing of definitive agreement, Warner Bros. stockholders shall have validly tendered and not withdrawn prior to the expiration of the offer at least that number of Shares that constitutes a majority of the outstanding Shares on a fully diluted basis, The Warner Bros. separation shall not have been consummated, termination of Netflix merger agreement and all other regulatory approvals including the approval from Federal Communications Commission. The Offer is also subject to the review of the European Commission under the EU Merger Regulation and antitrust authorities in other jurisdictions outside the U.S. The deal has been approved unanimously by the board of directors of Paramount Skydance Corporation. Warner Bros. Discovery stockholders are advised not to take any action at this time with respect to Paramount Skydance’s proposal. The tender offer is scheduled to expire at 5:00 p.m. New York City Time on January 8, 2026, unless the offer is extended.
Centerview Partners LLC acted as lead financial advisor to Paramount Skydance Corporation. RedBird Advisors acted as lead financial advisor to Paramount Skydance Corporation. BofA Securities, Inc., Citigroup Global Markets Inc. and M. Klein and Company, LLC acted as financial advisors to Paramount Skydance Corporation. Faiza Saeed, Andrew Pitts, Daniel Cerqueira, Alexander Greenberg, Minh Van Ngo and Claudia Ricciardi of Cravath, Swaine & Moore LLP. Ian Nussbaum, Max Schleusener and Rick Offsay of Latham & Watkins LLP acted as legal advisors to Paramount Skydance Corporation. Allen & Company LLC acted as financial advisor to Warner Bros. Discovery, Inc. JPMorgan Chase & Co. acted as financial advisor to Warner Bros. Discovery, Inc. Evercore Inc. acted as financial advisor to Warner Bros. Discovery, Inc. Andrew J. Nussbaum and Karessa L. Cain of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Warner Bros. Discovery, Inc. Jonathan E. Levitsky, Gordon S. Moodie, Katherine D. Taylor and Erik J. Andren of Debevoise & Plimpton LLP acted as legal advisor to Warner Bros. Discovery, Inc. Okapi Partners, LLC acted as information agent to Paramount Skydance Corporation. Equiniti Trust Company, LLC acted as Depository bank to Paramount Skydance Corporation.
Paramount Skydance Corporation (NasdaqGS:PSKY) cancelled the acquisition of Warner Bros. Discovery, Inc. (NasdaqGS:WBD) on December 17, 2025. As of December 17, 2025, Board of Directors of Warner Bros. Discovery unanimously rejected the offer.