Prnewswire·2026-02-27 21:27Core Viewpoint - Paramount is set to acquire Warner Bros. Discovery (WBD) for $31.00 per share, valuing WBD at an enterprise value of $110 billion, aiming to create a next-generation global media and entertainment company focused on expanding consumer choice and empowering creative talent worldwide [1][2] Transaction Details - The acquisition will be funded by $47 billion in new Class B shares issued at $16.02 per share, backed by the Ellison Family and RedBird Capital Partners [1] - The transaction has been unanimously approved by both companies' Boards of Directors and is expected to close in Q3 2026, pending regulatory clearances and WBD shareholder approval [1][2] - WBD shareholders will receive a $0.25 per share "ticking fee" for each quarter until the transaction closes if it has not closed by September 30, 2026 [1] Strategic and Financial Benefits - The merger is expected to yield over $6 billion in synergies through technology integration, corporate efficiencies, and operational streamlining [1] - On a fully synergized basis, WBD is valued at 7.5x 2026 EBITDA, with a projected net debt-to-EBITDA of 4.3x at closing [1] - Paramount will maintain specific windowing regimes for theatrical releases and support a vibrant third-party ecosystem by licensing films and shows [1] Market Positioning - The combined company will enhance consumer choice through its leading streaming platforms and a robust intellectual property portfolio, including franchises like Game of Thrones and Harry Potter [1] - The merger aims to attract and retain top creative talent while expanding the supply of high-quality content for both the combined platforms and third-party distribution [1] Financing Structure - The transaction is supported by $54 billion in debt commitments from major financial institutions, including $15 billion for WBD's existing bridge facility and $39 billion of incremental new debt [2] - Existing Paramount stockholders will have the opportunity to participate in a rights offering of up to $3.25 billion of Class B Paramount stock at the same price as the new equity investment [2]