Warner Bros. Discovery CEO David Zaslav is eligible to receive an estimated $887 million in total compensation under the media giant’s pending $110 billion merger with Paramount Skydance, according to a new SEC filing on Monday.
The total package includes $34,219,178 in cash, $517,204,781 in equity, $44,195 in “perquisites and benefits” and a tax reimbursement of $335,368,021.
The cash component includes $6 million in salary severance and $28.2 million in bonus severance. Meanwhile, the equity component includes $443,131,800 in options, 60,867,415 in restricted stock units and 13,205,566 in performance-based restricted stock units.
In addition to Zaslav, WBD chief financial officer Gunnar Wiedenfels is eligible for a total payout of $120 million, chief strategy and revenue officer Bruce Campbell is eligible for $121.5 million, streaming and games chief JB Perrette is eligible for $142 million and international president Gerhard Zeiler is eligible for $82.6 million.
Monday’s filing states that the actual amounts may differ, noting that the estimates are “based on multiple assumptions that may or may not actually occur or be accurate.” For example, the award could be larger in the event that the merger’s “ticking” consideration is paid.
Zaslav’s $335.4 million tax reimbursement amount is an estimate of the aggregate payment that Zaslav may receive under an agreement with WBD assuming an effective time of March 11. Under IRS rules, the actual amount will “significantly decline with the passage of time.” Based on current estimates from WBD’s outside tax advisers, if the Paramount-WBD closing were to occur in 2027, no tax reimbursement payment would be expected to be made to Zaslav.
The update on WBD executive compensation comes after Zaslav sold $114 million worth of Warner Bros. stock earlier this month.
Paramount will pay $31 per share in cash to acquire 100% of WBD’s total outstanding shares. The transaction is funded by $47 billion in equity, fully backed by the Ellison Family and RedBird Capital Partners, though it may include other strategic and financial partners at closing.
The deal also includes $54 billion of debt commitments from Bank of America, Citigroup and Apollo, which includes $15 billion to backstop WBD’s existing bridge facility and $39 billion of incremental new debt. The $54 billion excludes $3.5 billion of bridge financing from these institutions to backstop an existing $3.5 billion revolving credit facility.
Existing Paramount stockholders will have the opportunity to participate in a rights offering of up to $3.25 billion of Class B Paramount stock alongside the new equity investment, which is expected to occur closer to the closing date, at a price of $16.02 per share.
The companies are targeting a shareholder vote for early spring and the merger is expected to close by Sept. 30, pending shareholder and regulatory approval. If it takes longer than that, shareholders will get a 25 cent per share “ticking fee” — or approximately $650 million — each quarter until closing. If it doesn’t close due to regulatory matters, WBD will get a $7 billion termination fee.
