Warner Bros. Discovery CEO David Zaslav celebrated the media giant’s new deal with Paramount Skydance on Thursday, noting it would create “tremendous value” for shareholders once approved by the company’s board.
“We are excited about the potential of a combined Paramount Skydance and Warner Bros. Discovery and can’t wait to get started working together telling the stories that move the world,” he continued.
Zaslav also said Netflix is a “great company” and praised co-CEOs Ted Sarandos and Greg Peters and chief financial officer Spencer Neumann as “extraordinary partners” throughout the sale process.
“We wish them well in the future,” he added.
WBD board chairman Samuel A. Di Piazza Jr. said he’s “extremely proud” of the “rigorous” sale process run over the past five-an-a-half months.
“That has led us to the cusp of combining these two storied companies and the excitement it will bring to audiences for many years to come,” he added.
The victory for Paramount CEO David Ellison comes after he submitted a total of 10 bids, launched a hostile takeover bid directly to shareholders and a proxy fight with plans to replace WBD’s board at the company’s annual meeting.
The latest bid was a $31 per share, all-cash offer that included a daily ticking fee equal to 25 cents per quarter beginning after Sept. 30, 2026. Paramount will pay a $7 billion termination fee to WBD in the event the transaction does not close due to regulatory matters and will cover a $2.8 billion termination fee to Netflix. It also agreed to eliminate $1.5 billion in potential financing costs associated with WBD’s debt exchange offer and to exclude the performance of WBD’s Global Linear Networks business from the deal’s “material adverse affect” definition.
The Ellison family trust will provide $45.7 billion in equity financing, which Oracle co-founder Larry Ellison has agreed to backstop with a personal guarantee, including an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by Paramount’s lending banks. Bank of America Merrill Lynch, Citi and Apollo are providing a $57.5 billion debt commitment.
Paramount has said it expects to close a deal with Warner Bros. Discovery within a year, pending regulatory and shareholder approval. The company has been engaging with regulators around the globe, including the Department of Justice and European Commission.
The deal with Paramount comes after Netflix declined to raise the price of its $83 billion deal to match Ellison’s offer. Netflix offered $27.75 per share, plus additional “stub equity” from the pending spinoff of Warner’s cable networks into Discovery Global.
“The transaction we negotiated would have created shareholder value with a clear path to regulatory approval,” co-CEOs Ted Sarandos and Greg Peters said in a statement. “However, we’ve always been disciplined, and at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”
The pair thanked WBD leadership and the board for running a “fair and rigorous” sale process.
“We believe we would have been strong stewards of Warner Bros.’ iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S. But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price,” Sarandos and Peters added. “We will continue to do what we’ve done for more than 20 years as a public company: delight our members, profitably grow our business, and drive long-term shareholder value.”
Sarandos and Peters touted a “healthy” and “strong” business that’s growing organically and noted Netflix would spend $20 billion on films and series as it expands its entertainment offering. It also plans to resume its share repurchase program.
Netflix shares surged over 9% in after-hours trading on Thursday following the announcement, while Paramount stock jumped 5.2% and WBD shares fell 1.9%.
