Paramount Enhances Its Superior $30 Per Share Offer All-Cash Offer For WBD

Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced it has amended its $30 per share, all-cash tender offer to acquire Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”) with enhancements that surpass the standard needed for the WBD Board to engage on Paramount’s superior proposal.

Paramount’s enhanced offer provides definitively superior value and certainty, as reflected in the following added provisions and distinguishing elements:

· Ticking fee: To underscore confidence in the speed and certainty of its regulatory pathway, Paramount is adding an incremental cash consideration to WBD shareholders of $0.25 per share – equivalent to approximately $650 million cash value each quarter – for every quarter the transaction is not closed beyond December 31, 2026.

· Termination fee: Paramount will fund the payment of the $2.8 billion termination fee due to Netflix concurrent with the termination of the Netflix agreement as set forth in the revised proposed merger agreement filed with the amended tender offer.

· Debt financing cost: Paramount will eliminate WBD’s potential $1.5 billion financing cost associated with its debt exchange offer by fully backstopping an exchange offer that relieves WBD of its contractual bondholder obligations. Paramount will fully reimburse WBD’s shareholders for the $1.5 billion fee, without reduction to the separate $5.8 billion reverse termination fee, in the unlikely event that (i) the exchange is not successful, and (ii) the Paramount transaction does not close.

· Bridge loan refinancing: If WBD’s financing sources will not extend the maturity of WBD’s existing $15 billion bridge loan, Paramount’s debt financing sources are fully prepared to do so (with any incremental costs covered by Paramount). Alternatively, Paramount will permit WBD to structure permanent financing in any way it chooses so long as the debt is redeemable at a commercially reasonable cost.

· Interim operating covenants: Paramount will provide WBD flexibility between signing and closing, including by matching any comparable Netflix interim operating covenants.

· Discovery Global Business Protections: To provide WBD shareholders further certainty of closing, Paramount is open to discussing with the WBD Board of Directors contractual solutions to account for the possibility of continuing deteriorating financial performance beyond what WBD is currently projecting for its linear network business.

· Fully Financed Offer with No Financing Condition: Paramount’s amended offer is fully financed by an increased $43.6 billion of equity commitments from the Ellison Family and RedBird Capital Partners and $54.0 billion of debt commitments from Bank of America, Citigroup and Apollo.

· Personal Guarantee from Larry Ellison: As with Paramount’s December 22 offer, Paramount’s financing includes an irrevocable personal guarantee from Larry Ellison of $43.3 billion, covering the equity financing for Paramount’s amended offer as well any damages claims against Paramount.

· Netflix’s Uncertain Range of Cash Plus Equity in the Declining Discovery Global: In sharp contrast to the value and regulatory certainty provided by Paramount’s offer, the Netflix deal asks WBD shareholders to approve a transaction where they do not have any idea how much actual cash consideration they will receive, since it is predicated upon the financial condition of Discovery Global at the time of separation and its resulting debt capacity.

Under the Netflix merger agreement, WBD would need to place $17 billion in debt on Discovery Global at time of separation to achieve the high end of the merger consideration range, if the separation were to occur on June 30, 2026. WBD has not provided WBD shareholders any financial information about Discovery Global to demonstrate that Discovery Global could support that quantum of debt.

Discovery Global’s closest comparable company, Versant Media, debuted this January with ~1.25x net leverage. Versant began trading at ~4.5x EV / EBITDA and has since seen its multiple contract to ~3.5x EV / EBITDA. At this valuation multiple, Discovery Global would have no equity value. For reference, WBD’s own financial advisors produced a discounted cash flow analysis that yielded a low of just 72 cents per share.

Based upon Paramount’s analysis, if Discovery Global is spun off with leverage in line with Versant, the Netflix cash consideration would be reduced to $23.20 per share. Assuming both a multiple and leverage ratio in line with Versant, Discovery Global’s equity value would be ~$3.55 per share, resulting in a total package value of only ~$26.75 for the Netflix deal. Paramount’s $30.00 all-cash offer is 12% higher.

David Ellison, Chairman and CEO of Paramount, said: “The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment. We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”

Paramount continues to make progress in its regulatory clearance process. On February 9, 2026, Paramount Skydance Corporation certified that is has complied with the Department of Justice’s December 23, 2025, Second Request for Information related to its all-cash tender offer to purchase shares of Warner Bros. Discovery. Paramount’s certification of compliance commences a 10-day waiting period pursuant to 16 CFR 803.10(b)(2)(i) and 16 CFR 803.20(c). Paramount continues to engage constructively with antitrust enforcers and other regulators around the world to secure regulatory clearances and approvals for its tender offer.

Separately, Paramount had also secured clearance for its tender offer from the foreign investment authorities in Germany on January 27, 2026. Paramount’s acquisition of WBD is pro-consumer, pro-creative talent and therefore pro-competitive – and importantly addresses the concerns raised by content creators, the talent community and theatrical movie exhibitors. It will strengthen Hollywood’s iconic role in global media which has been under continuous pressure from tech and streaming giants over the last two decades.

WBD is racing against the clock to force its shareholders to vote without full financial disclosure regarding the financial condition of Discovery Global, even though that will determine the amount of cash merger consideration they will receive from Netflix and would provide greater certainty on how to value the stub equity.

WBD accelerated its timetable after Paramount stated that it would run a director slate at WBD’s upcoming 2026 annual meeting.

WBD shareholders deserve a real choice and the truth about how the two transactions compare. Paramount’s offer is transparent and certain — a fixed value of $30 per share in cash. The Netflix transaction is complex and uncertain – a range with a low of $21.23 to a high of $27.75 per share in cash, plus equity in Discovery Global whose business is in decline and would need to support an unrealistic debt load of $17 billion (at June 30, 2026) to achieve the high end of the Netflix consideration range.

Paramount will solicit proxies against approval of the Netflix transaction at WBD’s upcoming special meeting.