Paramount Skydance will be one step closer to swallowing up Warner Bros. Discovery if WBD shareholders OK the $111 billion deal at a special meeting to vote on the merger next month.
Warner Bros. Discovery has set the special meeting for the stockholders vote on the Paramount deal will on April 23, 2026, at 10 a.m. Eastern. The debt-fueled deal would give David Ellison’s Paramount Skydance, parent of CBS, CBS News, Paramount Pictures, Paramount+, BET, Nickelodeon and more, control over WBD’s portfolio that includes HBO and HBO Max, Warner Bros.’s movie and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+.
The WBD board has unanimously recommended shareholders vote for the Paramount merger, and the measure is expected to pass. On Thursday, Warner Bros. Discovery also said it has started mailing out the definitive proxy statement to shareholders in connection with the special meeting. WBD shareholders of record as of 5 p.m. Eastern on March 20, 2026, are entitled to vote on the Paramount pact.
The deal has been unanimously approved by the boards of both companies. It’s expected to close in the third quarter of 2026 — subject to WBD shareholder approval as well as regulatory clearances, including from the U.S. Justice Department. The Ellisons (David and his father, Larry Ellison, who has personally committed more than $40 billion toward the WBD deal) have been friendly with President Trump. But the acting head of the DOJ’s antitrust division, Omeed Assefi, last week said the proposed pact will “absolutely not” be on a fast-track for approval due to political reasons.
“The WBD board has been guided by the singular principle of securing a transaction that maximizes the value of our iconic assets and delivers as much certainty as possible to our shareholders,” said Samuel Di Piazza Jr., chairman of the Warner Bros. Discovery board of directors, in a statement. “This historic transaction with Paramount not only does that, but it will also expand consumer choice and develop new opportunities for creative talent.”
David Zaslav, president and CEO of Warner Bros. Discovery, added, “We look forward to the upcoming special meeting. This transaction is the culmination of the board’s robust process to unlock the full value of our world-class portfolio. I want to thank our talented team for transforming the business over the last several years. We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”
Zaslav stands to earn more than $550 million in stock and cash once the Paramount-WBD deal closes, including $34.2 million in cash severance payments. Other WBD senior execs set to receive “golden parachute” payouts worth more than $100 million are J.B. Perrette, CEO and president of global streaming and games, chief revenue and strategy officer Bruce Campbell, and CFO Gunnar Wiedenfels.
Paramount Skydance said in a statement about Warner Bros. Discovery’s upcoming special meeting: “With a shared vision of building a next-generation media and entertainment company that better serves both the creative community and consumers, we look forward to WBD shareholders voting for the combination with Paramount as we work to close the transaction as soon as possible in the coming months.”
Under the terms of the Paramount agreement, WBD shareholders will receive $31.00 per share in cash for each share of WBD common stock they own (which represents a 147% premium to WBD’s “unaffected” stock price of $12.54/share, before the bidding war for the media company erupted last fall). Paramount will assume $33 billion in debt on WBD’s balance sheet, leaving the combined Paramount-WBD with an estimated $79 billion in long-term debt.
If Paramount’s WBD takeover has not closed by Sept. 30, 2026, Paramount has agreed to pay WBD shareholders a 25-cent-per-share “ticking fee” for each quarter (measured daily) until closing. That would add another roughly $650 million to the deal’s price tag on a quarterly basis.
In the Paramount transaction, Allen & Co., J.P. Morgan and Evercore are serving as financial advisers to Warner Bros. Discovery and Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton are serving as legal counsel. Centerview Partners and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi, M. Klein & Co. and LionTree Advisors are also acting as financial advisers. Cravath, Swaine & Moore and Latham & Watkins are acting as legal counsel to Paramount; Latham & Watkins also is acting as legal counsel to the investor consortium, including the Ellison family.
Pictured above: Paramount Skydance’s David Ellison; WBD’s David Zaslav
