Prnewswire·2026-02-26 21:35Core Viewpoint - Paramount's $31 per share all-cash proposal to acquire Warner Bros. Discovery (WBD) has been deemed a "Company Superior Proposal" by WBD's Board of Directors, indicating a preference over WBD's existing merger agreement with Netflix [1] Financial Commitments - Bank of America Merrill Lynch, Citi, and Apollo are providing a $57.5 billion debt commitment for the acquisition [1] - The Ellison Trust is contributing a $45.7 billion equity commitment, guaranteed by Larry Ellison, which includes obligations for additional equity funding if necessary [1] Transaction Details - Paramount will cover WBD's potential $1.5 billion financing cost related to its debt exchange offer [1] - A $2.8 billion termination fee will be paid by Paramount to WBD to terminate its existing agreement with Netflix [1] - A regulatory termination fee of $7 billion is applicable if the transaction fails due to regulatory issues [1] - A daily "ticking fee" of $0.25 per quarter will accrue after September 30, 2026, until the transaction is completed [1] - The acquisition price is set at $31.00 per share for 100% of WBD [1] Regulatory and Advisory Aspects - The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for the acquisition expired on February 19, 2026 [1] - Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors, with additional support from Bank of America Securities, Citi, M. Klein & Company, and LionTree [1]