Warner Bros. Discovery Confirms Receipt of Further Amended Unsolicited Tender Offer from Paramount Skydance [Accessibility Statement] Skip NavigationNEW YORK, Feb. 10, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today confirmed that it has received an amended, unsolicited tender offer from Paramount Skydance Corporation ("Paramount Skydance" or "PSKY") (NASDAQ: PSKY) to acquire all of the outstanding shares of WBD common stock (the "February 10 Amended ...

Core Viewpoint - The amendment of the acquisition agreement between Netflix and Warner Bros. Discovery (WBD) to an all-cash transaction enhances value certainty for WBD stockholders and expedites the stockholder voting process, reflecting Netflix's financial strength [1][5]. Transaction Structure - The all-cash transaction is valued at $27.75 per WBD share, unchanged from the previous structure, and WBD stockholders will also receive additional value from shares of Discovery Global after its separation from WBD [2][6]. - The transaction will be financed through cash on hand, available credit facilities, and committed financing [2]. Financial Implications - The revised structure enhances execution certainty and aligns with Netflix's disciplined capital allocation framework, supported by strong cash flow generation [3]. - The all-cash transaction provides greater certainty around the value WBD stockholders will receive, eliminating market-based variability [5]. Timeline and Approvals - The revised transaction structure is expected to enable WBD stockholders to vote on the proposed transaction by April 2026, with a preliminary proxy statement filed with the SEC [5][7]. - The closing of the transaction remains subject to the completion of the Discovery Global separation, regulatory approvals, and WBD stockholder approval [7][8]. Strategic Benefits - The merger aims to combine the storytelling strengths of both companies, enhancing audience access to a broader range of entertainment options and significantly expanding U.S. production capacity [4][6]. - The acquisition is expected to drive job creation and long-term industry growth, further fueling Netflix's investment in original programming [4][6].

Core Viewpoint - Paramount Skydance is actively opposing Warner Bros Discovery's (WBD) deal with Netflix, planning to nominate directors to the board and seeking financial disclosures related to the $82.7 billion agreement [1][3]. Group 1: Paramount's Actions - Paramount intends to nominate directors for WBD's board at the upcoming annual meeting to challenge the Netflix deal, which was agreed upon in December [1]. - The company has filed a lawsuit for the disclosure of financial information regarding WBD's global networks operation, which includes CNN and Cartoon Network, to enable shareholders to make informed decisions [3]. - Paramount plans to propose an amendment to WBD's bylaws requiring shareholder approval for the spin-off of the global networks business [5]. Group 2: Financial Aspects - Paramount's takeover bid for WBD is valued at $108.4 billion, supported by a $40 billion personal guarantee from Larry Ellison [2]. - The Netflix deal offers WBD shareholders $23.25 per share in cash, stock, and equity in the global networks spin-off, which Paramount values at zero [5]. - Paramount argues that its cash offer of $30 per share, which includes the purchase of global networks, is a superior deal for WBD shareholders [6]. Group 3: WBD's Position - WBD's board has previously advised shareholders to reject Paramount's $108.4 billion hostile takeover bid, labeling it as "inadequate" [7]. - Accepting Paramount's deal would incur $4.7 billion in costs for WBD, including breakup fees and additional interest on debt [8].

Core Viewpoint - Paramount Skydance is intensifying its efforts to persuade Warner Bros Discovery shareholders that its $108.4 billion bid for HBO and Discovery Channel is superior, especially in light of the market's reaction to Comcast's spin-off [1] Group 1 - Paramount Skydance's bid amounts to $108.4 billion, positioning it as a significant player in the media acquisition landscape [1] - The market's response to Comcast's spin-off is being leveraged by Paramount Skydance to strengthen its argument for the acquisition [1]

Core Viewpoint - Warner Bros Discovery (WBD) has urged shareholders to reject a $108.4 billion hostile takeover bid from Paramount Skydance, labeling it as "inadequate" amid a fierce corporate battle for control of the media conglomerate [1][4]. Group 1: Takeover Bid Details - Paramount Skydance's bid is characterized as the "largest LBO in history," which poses significant risks to WBD shareholders if the offer fails [5]. - The revised offer from Paramount includes a termination fee of $5.8 billion, which matches the breakup fee WBD would incur if it exits its $82.7 billion deal with Netflix [5]. Group 2: Financial Guarantees and Flexibility - Larry Ellison, co-founder of Oracle, has provided a personal guarantee exceeding $40 billion to support Paramount's bid, addressing WBD's concerns regarding financial flexibility [2]. - WBD's board has expressed skepticism about Paramount's ability to complete the offer, citing insufficient value and uncertainty [4]. Group 3: Regulatory Scrutiny - Both the Netflix deal and Paramount's bid for WBD are anticipated to face significant regulatory scrutiny, with concerns raised by lawmakers and industry figures [6]. Group 4: Support for Netflix Deal - Co-CEOs of Netflix, Ted Sarandos and Greg Peters, reaffirmed their support for the merger with WBD, emphasizing it as the superior proposal that would benefit stockholders and the broader entertainment industry [7]. - The merger is expected to combine complementary strengths and enhance storytelling opportunities for audiences [8].

Core Viewpoint - Warner Bros. Discovery has received an unsolicited amended tender offer from Paramount Skydance Corporation to acquire all outstanding shares of its common stock, following a previous offer that was unanimously rejected by the WBD Board due to inadequate value and significant risks [1][3]. Group 1: Tender Offer Details - The amended tender offer from Paramount Skydance is a follow-up to a previous offer made on December 8, 2025, which was rejected by the WBD Board [3]. - The WBD Board will review the amended tender offer in consultation with independent financial and legal advisors, while adhering to the terms of its existing agreement with Netflix [2][4]. - WBD stockholders are advised not to take any action regarding the amended tender offer until the Board completes its review and provides a recommendation [4]. Group 2: Board's Position and Advisors - The WBD Board has not changed its recommendation concerning the Netflix Merger Agreement despite the new tender offer from Paramount Skydance [4]. - Financial advisors for Warner Bros. Discovery include Allen & Company, J.P. Morgan, and Evercore, while legal counsel is provided by Wachtell Lipton, Rosen & Katz, and Debevoise & Plimpton LLP [5].

Group 1: Warner Bros Discovery and Paramount Skydance Bid - Warner Brothers Discovery (WBD) advised shareholders to reject the Paramount Skydance (PSKY) offer and favor the bid from Netflix (NFLX) [2] - Netflix's bid includes a spin-off of the Discovery Channel, which has an unnamed interested party, while PSKY's bid includes the cable channel in its acquisition [3] - PSKY's CEO David Ellison did not provide guaranteed funding for the deal, raising concerns about the financial backing of the bid [3][4] Group 2: Federal Reserve Chair Interviews - The White House is actively interviewing candidates to replace Fed Chair Jerome Powell, with former Fed Governor Kevin Warsh gaining traction as a candidate [5][6] - Warsh was known for dissenting on Fed policy during his tenure and has expressed a desire for the Fed to take a less active role in managing the economy [7] Group 3: Earnings Reports - General Mills (GIS) reported fiscal Q2 earnings of $1.10 per share, exceeding the Zacks consensus estimate of $1.02, with revenues of $4.86 billion, surpassing projections by 1.89% [9] - ABM Industries (ABM) reported fiscal Q4 earnings of $0.88 per share, missing the expected $1.10, but revenues of $2.18 billion exceeded expectations by 1.19% [10] - Micron (MU) is set to report fiscal Q1 earnings, with expectations of a 118% year-over-year growth in earnings and a 46% increase in revenues [11]

Core Viewpoint - Warner Bros. Discovery (WBD) Board unanimously recommends the merger with Netflix as the superior option for shareholders, while rejecting the tender offer from Paramount Skydance (PSKY) as inadequate and risky [1][2][3]. Group 1: Evaluation of Offers - The Board concluded that PSKY's tender offer is inadequate and imposes significant risks and costs on WBD shareholders [3][6]. - The Netflix merger agreement provides WBD shareholders with $23.25 in cash and $4.50 in Netflix common stock, along with additional value from Discovery Global shares [8]. - PSKY's offer lacks a full equity backstop from the Ellison family, relying instead on an opaque revocable trust, which raises concerns about deal certainty [9][10]. Group 2: Risks and Costs - Accepting PSKY's offer could incur additional costs of approximately $4.3 billion for WBD shareholders, including a $2.8 billion termination fee to Netflix and $1.5 billion in financing costs [20]. - The financial condition of PSKY is concerning, with a projected gross leverage ratio of 6.8x debt to EBITDA, indicating a risky capital structure [12]. - The PSKY offer is described as illusory, as it can be terminated or amended at any time, lacking the binding nature of the Netflix merger agreement [18][19]. Group 3: Regulatory Considerations - The Board believes there is no material difference in regulatory risk between the PSKY offer and the Netflix merger, with both capable of obtaining necessary approvals [16]. - Netflix has agreed to a higher regulatory termination cash fee of $5.8 billion compared to PSKY's $5 billion break fee, indicating stronger commitment [17]. Group 4: Process and Transparency - The review process conducted by the Board was thorough, transparent, and competitive, providing multiple opportunities for PSKY to submit a superior proposal, which they failed to do [14][15]. - The Board engaged extensively with PSKY and communicated material deficiencies in their proposals, yet PSKY did not address these concerns adequately [15].

Group 1 - Jared Kushner's private equity firm, Affinity Partners, has withdrawn from efforts to take over Warner Bros Discovery (WBD) amid scrutiny of Kushner's involvement [1][4] - Affinity Partners was a key backer of a $108.4 billion hostile bid by Paramount Skydance for control of WBD, which includes significant assets like Warner Bros movie studios and HBO Max [1][2] - WBD is currently reviewing an unsolicited $82.7 billion offer from Paramount to sell its assets, with a public response expected soon [2][4] Group 2 - The hostile bid from Paramount is supported by the Ellison family and RedBird Capital, with additional funding from Affinity, Saudi Arabia's Public Investment Fund, and the Qatar Investment Authority [3] - Affinity stated that despite stepping back, they believe there is a strong strategic rationale for Paramount's offer [4] - The involvement of Kushner has raised concerns, particularly as former President Trump has indicated he expects to be involved in regulatory scrutiny of any deal for WBD [4]

Core Viewpoint - Paramount Skydance Corporation has initiated an unsolicited tender offer to acquire all outstanding shares of Warner Bros. Discovery common stock [1] Group 1: Tender Offer Details - Warner Bros. Discovery's Board of Directors will review Paramount Skydance's offer in consultation with independent financial and legal advisors [2] - The Board will not change its recommendation regarding the existing agreement with Netflix and will inform stockholders of its recommendation on the tender offer within 10 business days [3] - Stockholders are advised not to take any action regarding Paramount Skydance's proposal at this time [3] Group 2: Advisory and Legal Support - Financial advisors for Warner Bros. Discovery include Allen & Company, J.P. Morgan, and Evercore, while legal counsel is provided by Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP [4] Group 3: Company Overview - Warner Bros. Discovery is a leading global media and entertainment company with a diverse portfolio of brands and products, including HBO Max, CNN, and Discovery Channel [5] Group 4: Regulatory Filings - Warner Bros. Discovery plans to file a solicitation/recommendation statement with the SEC regarding the tender offer within 10 business days [6] - Investors are encouraged to read all relevant documents filed with the SEC for important information about the tender offer [6]