Wachtell Lipton Advises Warner Bros. Discovery on Paramount Acquisition

Wachtell, Lipton, Rosen & Katz represented Warner Bros. Discovery, Inc. in connection with the transaction announced on February 27, 2025 in which Paramount Skydance Corporation agreed to acquire Warner Bros. Discovery. On February 27, 2025, Warner Bros. Discovery, Inc. (NASDAQ: WBD) and Paramount Skydance Corporation (NASDAQ: PSKY) entered into a definitive agreement under which Paramount will acquire the entire company, comprising both WBD’s Streaming & Studios division and its Global Linear Networks division, for $31.00 per share. The agreement also provides for a ticking fee of $0.25 per share per quarter for any period beyond September 30, 2026. The transaction carries an enterprise value of approximately $110 billion, making it one of the largest M&A transactions of the decade and the largest all-cash deal in corporate history. The parties entered into the agreement following the termination of WBD’s previously announced merger agreement with Netflix, Inc.; WBD’s board of directors determined that Paramount’s topping bid constituted a superior proposal under the terms of the prior merger agreement. Wachtell, Lipton, Rosen & Katz represented Warner Bros. Discovery, Inc. with a team composed by: Corporate — Andrew J. Nussbaum (Partner); Karessa L. Cain (Partner); Hannah Clark (Partner); Steven A. Jaffe (Associate); Jacob Pearlman (Associate). Tax — Deborah L. Paul (Partner). Litigation — William Savitt (Partner); Ryan A. McLeod (Partner); Brittany A. Fish (Associate). Finance — Gregory E. Pessin (Partner). Trusts & Estates — Pamela Ehrenkranz (Counsel); Nicholas G. Stringfellow (Associate).

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Wachtell Lipton Advises Warner Bros. Discovery on Paramount Acquisition

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Wachtell Lipton Advises Warner Bros. Discovery on Paramount Acquisition

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