Paramount Skydance to Acquire Warner Bros. Discovery for $31 Per Share in Cash

Paramount Skydance signed a definitive agreement to acquire Warner Bros. Discovery for $31.00 per share in cash, plus a daily ticking fee after Sep 30, 2026. To support the transaction, the Ellison Parties provided a broad guarantee and committed up to $46.72 billion via a PIPE, while RedBird committed $250 million. Paramount Skydance also secured a $54.0 billion 364-day bridge loan and a $3.5 billion 364-day revolver from leading financing partners. Prior to signing, WBD terminated its earlier merger agreement with Netflix, with a $2.8 billion termination fee paid by Paramount Skydance, clearing the path for the new deal.

Agreement 1: Paramount Skydance to Acquire Warner Bros. Discovery for $31 Per Share in Cash

• Agreement type: Agreement and Plan of Merger
• Counterparty: Warner Bros. Discovery
• Signed / Effective: Feb 27 2026 / Feb 27 2026
• Duration / Termination: Until closing
• Reason: Scale content portfolio and expand streaming and studio capabilities

Agreement 2: Ellison Trust Guarantees Up to $45.72 Billion of Paramount Skydance Merger Cash Obligations

• Agreement type: Guarantee of merger payments and related obligations
• Counterparty: Warner Bros. Discovery
• Signed / Effective: Feb 27 2026 / Feb 27 2026
• Duration / Termination: Until closing or termination
• Reason: Backstop cash consideration and regulatory outcomes for the merger

Agreement 3: Paramount Skydance Secures Up to $46.72 Billion PIPE From Ellison Parties

• Agreement type: Private placement subscription (PIPE) for Class B common stock
• Counterparty: Lawrence J. Ellison Revocable Trust and Lawrence J. Ellison
• Signed / Effective: Feb 27 2026 / Feb 27 2026
• Duration / Termination: Until closing
• Reason: Fund merger consideration and transaction-related payments

Agreement 4: RedBird Commits $250 Million PIPE to Support Paramount Skydance–WBD Deal

• Agreement type: Private placement subscription (PIPE) for Class B common stock
• Counterparty: RedBird Capital Partners Fund IV (Master)
• Signed / Effective: Feb 27 2026 / Feb 27 2026
• Duration / Termination: Until closing
• Reason: Supplement equity financing for acquisition

Agreement 5: Paramount Skydance Lines Up $54 Billion Bridge Loan and $3.5 Billion Revolver

• Agreement type: Senior secured bridge term loan and revolving credit commitments
• Counterparty: Bank of America, Citigroup Global Markets and Apollo Capital Management
• Signed / Effective: Feb 25 2026 / Feb 25 2026
• Duration / Termination: 364 days
• Reason: Finance purchase price, refinancing and transaction costs

Agreement 6: WBD Ends Prior Netflix Merger Pact; $2.8 Billion Termination Fee Paid

• Agreement terminated: Amended and Restated Agreement and Plan of Merger
• Counterparty: Netflix
• Original agreement date: Jan 19 2026
• Termination date: Feb 27 2026
• Termination type: Early
• Exit fees / payments: $2,800,000,000
• Reason: Enable execution of new merger with Paramount Skydance

Original SEC Filing: Paramount Skydance Corp [ PSKY ] - 8-K - Mar. 02, 2026