Paramount Skydance's $110 Billion Acquisition of Warner Bros. Discovery

Cleary Gottlieb represented the special committee of the board of directors of Paramount Skydance Corporation in connection with Paramount’s acquisition of Warner Bros. Discovery Inc. and related equity investments by Ellisons and RedBird Capital Partners in Paramount to fund the acquisition. On December 5, 2025, Warner Bros. and Netflix Inc. entered a definitive agreement under which Netflix would acquire Warner Bros., including its studio and streaming assets, for $27.75 per share, representing an enterprise value of $82.7 billion. On December 8, 2025, Paramount commenced an all-cash tender offer to acquire all outstanding shares of Warner Bros. for $30 per share, representing an enterprise value of $108.4 billion. After reopening negotiations, Warner Bros. determined that Paramount’s revised proposal to acquire all outstanding shares for $31 per share was superior to its agreement with Netflix. On February 26, 2026, Netflix declined to improve its proposal. The parties signed the transactions on February 27, 2026. The deal is expected to close in the third quarter of 2026. The acquisition is being funded in part through equity investments in Paramount by Ellisons and RedBird Capital Partners. Paramount is described as a leading, next-generation global media and entertainment company composed of three business segments: Filmed Entertainment, Direct-to-Consumer, and TV Media. Its portfolio includes Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, and Skydance’s Animation, Film, Television, Interactive/Games, and Sports divisions. Warner Bros. is described as a leading global media and entertainment company that creates and distributes a broad portfolio of branded content across television, film, streaming, and gaming. Its brands and products include Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies and other global brands. Cleary Gottlieb represented the special committee of the board of directors of Paramount Skydance Corporation with a team composed by: partners Paul Shim, Kelsey Nussenfeld, and Claire Schupmann (M&A); associate Nicholas Serensits (M&A); partner Mark McDonald (litigation); partner Daniel Culley and senior counsel David Gelfand (antitrust).

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Paramount Skydance's $110 Billion Acquisition of Warner Bros. Discovery

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Paramount Skydance's $110 Billion Acquisition of Warner Bros. Discovery

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