Paramount Skydance will move one step closer to absorbing Warner Bros. Discovery if WBD shareholders agree to the $111 billion deal at a special meeting to vote on the merger next month.
Warner Bros. Discovery has set a special meeting for stockholder voting on the Paramount transaction on April 23, 2026 at 10 a.m. ET. The debt-driven deal will give David Ellison’s Paramount Skydance, parent company of CBS, CBS News, Paramount Pictures, Paramount+, BET, Nickelodeon and others, control over WBD’s portfolio, which includes HBO and HBO Max, Warner Bros. movie and television studios, DC, CNN, TBS, TNT, HGTV and Discovery+.
The WBD board has unanimously recommended that shareholders vote in favor of the Paramount merger, and the measure is expected to pass. Warner Bros. Discovery also announced Thursday that it has begun mailing final proxy statements to shareholders in connection with the special meeting. WBD shareholders of record as of 5:00 p.m. ET on March 20, 2026 are entitled to vote on the Paramount Agreement.
The transaction was unanimously approved by the boards of directors of both companies. It is expected to close in the third quarter of 2026, subject to approval by WBD shareholders and regulatory approvals, including the U.S. Department of Justice. The Ellisons (David and his father, Larry Ellison, who personally pledged up to $46.7 billion to the WBD deal) were friendly with President Trump. But Omeed Asefi, acting head of the Justice Department’s antitrust division, said last week that the proposed deal would “absolutely” be delayed in approval for political reasons.
“The WBD Board of Directors has been guided by a single principle: securing a transaction that maximizes the value of our iconic assets and provides as much certainty as possible for our shareholders,” Samuel Di Piazza Jr., Chairman of the Warner Bros. Discovery Board of Directors, said in a statement. “Our historic deal with Paramount will do just that, expand consumer choice and create new opportunities for creative talent.”
“We look forward to our upcoming special meeting,” said David Zaslav, president and CEO of Warner Bros. Discovery. “We would like to thank our talented team for transforming our business over the past few years. We are working closely with Paramount to complete the transaction and deliver its benefits to all stakeholders.”
Zaslav is expected to receive more than $550 million in stock and cash, including a $34.2 million cash severance package, once the Paramount-WBD deal closes. Other senior WBD executives who will receive “golden parachute” compensation worth more than $100 million include JB Perrett, CEO and President of Global Streaming and Gaming, Bruce Campbell, Chief Revenue Strategy Officer, and Gunnar Wiedenfels, CFO.
“With a shared vision to build the next generation media and entertainment company that better serves both the creative community and consumers, we look forward to WBD shareholders voting to merge with Paramount as we work to close the transaction as quickly as possible in the coming months,” Paramount Skydance said in a statement about Warner Bros. Discovery’s upcoming special meeting.
Under the terms of the Paramount deal, WBD shareholders will receive $31.00 in cash for each share of WBD common stock they own (representing a 147% premium over WBD’s “unaffected” stock price of $12.54/share before the media company’s bidding war erupted last fall). Paramount will assume $33 billion in debt on WBD’s balance sheet, leaving Paramount and WBD with an estimated $79 billion in long-term debt.
If Paramount’s acquisition of WBD is not completed by September 30, 2026, Paramount has agreed to pay WBD stockholders a “ticking fee” of 25 cents per share (measured daily) each quarter until completion. This would result in an additional approximately $650 million increase in the value of the contract on a quarterly basis.
Allen & Company, JPMorgan and Evercore are serving as financial advisors to Warner Bros. Discovery, and Wachtel, Lipton, Rosen & Katz and Debevoise & Plimpton are serving as legal advisors on the Paramount transaction. Centerview Partners and RedBird Advisors are acting as lead financial advisors to Paramount, with Bank of America Securities, Citi, M. Klein & Company and LionTree Advisors also acting as financial advisors. Cravath, Swain & Moore, Latham & Watkins is acting as legal advisor to Paramount. Latham & Watkins is also acting as legal advisor to a consortium of investors, including the Ellison family.
Pictured above: David Ellison at Paramount Skydance. David Zaslav of WBD
