PARAMOUNT ENHANCES ITS SUPERIOR $30 PER SHARE ALL-CASH OFFER FOR WARNER BROS. DISCOVERY AND PROVIDES UPDATE ON REGULATORY PROGRESS

Core Viewpoint - Paramount has enhanced its all-cash offer of $30 per share for Warner Bros. Discovery (WBD), emphasizing superior value and regulatory certainty compared to Netflix's offer, which has a variable cash component based on Discovery Global's financial condition [1][2][4]. Offer Details - Paramount's revised offer includes a $0.25 per share "ticking fee" for each quarter the transaction is not closed beyond December 31, 2026, amounting to approximately $650 million per quarter [1][2][3]. - The total equity value of Paramount's offer is $78 billion, with an enterprise value of $108 billion, including the assumption of net debt [3][4]. - Paramount has secured necessary regulatory clearances, including from foreign investment authorities in Germany and has complied with the U.S. Department of Justice's requests [2][4]. Financial Commitments - Paramount's offer is fully financed with $43.6 billion in equity commitments and $54.0 billion in debt commitments from major financial institutions [3][4]. - Larry Ellison has provided an irrevocable personal guarantee of $43.3 billion for the equity financing of the offer [1][3]. Comparison with Netflix Offer - Paramount's offer is positioned as more transparent and certain, with a fixed cash value of $30 per share, compared to Netflix's range of $21.23 to $27.75 per share, which is contingent on Discovery Global's financial performance [1][2][4]. - The Netflix deal requires WBD to take on $17 billion in debt to achieve the higher end of its cash consideration, raising concerns about the sustainability of Discovery Global's business [1][4]. Regulatory Progress - Paramount has engaged constructively with antitrust regulators globally and believes its transaction does not raise competition concerns, unlike the Netflix deal, which may face significant regulatory hurdles [2][4]. - The company has initiated a 10-day waiting period following its compliance certification with the DOJ, indicating progress in securing regulatory approvals [2][4]. Shareholder Engagement - Paramount is actively soliciting WBD shareholders to tender their shares in favor of its superior offer and plans to oppose the Netflix transaction at WBD's upcoming special meeting [1][2][5].