Warner Bros Discovery Seeking Sale of Company Update – Paramount’s Reafirms Commitment To Delivering “Superior” Amended Tender Offer

As noted before, Warner Bros Discovery has been seeking a sale of their company since this past October and announced this past December that Netflix had the winning bid for it. Netflix officially announced their acquisition deal for WBD this past December while Paramount Skydance launched a hostile takeover bid shortly afterwards to acquire WBD in response to Netflix’s acquisition attempt. Paramount amended their “superior” bid to acquire WBD in late December. WBD recently asked for their shareholders to reject Paramount’s amended bid for the company. WBD is the current media broadcast partner of AEW.

Paramount issued an official statement earlier today reafirming their commitment to delivering a “superior” $30 per share all cash bid for WBD and why shareholders will receive “significantly” less if they accept Netflix’s bid.

Official press release:

PARAMOUNT REAFFIRMS COMMITMENT TO DELIVERING SUPERIOR $30 PER SHARE ALL-CASH OFFER TO WARNER BROS. DISCOVERY SHAREHOLDERS

LOS ANGELES and NEW YORK, Jan. 8, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) notes Warner Bros. Discovery, Inc.’s (NASDAQ: WBD) (“WBD”) decision not to engage on Paramount’s $30.00 per share, fully financed all-cash offer to acquire all of WBD.

EXHIBIT 1 – Paramount’s $30.00 All Cash Offer Is Superior to the Netflix Agreement

EXHIBIT 3 – Discovery Global Should Trade at a Discount to Versant

EXHIBIT 4 – WBD Shareholders Will Receive Significantly Less Consideration from Netflix if Discovery Global Is Capitalized More Appropriately (i.e., In-Line with Versant)

Throughout this process, Paramount has diligently and constructively addressed each concern raised by WBD. As detailed in Paramount’s December 22 amended proposal and subsequent filings, Paramount cured every issue raised by WBD on December 17, most notably by providing an irrevocable personal guarantee by Larry Ellison for the equity portion of the financing. Nevertheless, WBD continues to raise issues in Paramount’s offer that we have already addressed, including flexibility in interim operations.

Paramount’s offer is superior to WBD’s existing agreement with Netflix and represents the best path forward for WBD shareholders. $30.00 per share in cash is easy to value. Netflix’s transaction, on the other hand, contains multiple uncertain components and has already decreased in total value. When announced in December, the Netflix transaction offered WBD shareholders $23.25 in cash, $4.50 in Netflix stock and a share in the pending spin-off of Discovery Global. Today, Netflix’s stock price is trading well beneath the low end of its collar, reducing the value offered to WBD shareholders.

In addition, while the WBD Board has not disclosed any analysis to help its shareholders value their potential ongoing ownership of the linear stub, Versant Media, its closest comparable, debuted shares this week and its performance to date illustrates the challenged path ahead for Discovery Global. Paramount’s analysis (detailed below) shows the total value of the Netflix transaction to WBD shareholders today is $27.421 – unmistakably inferior to Paramount’s $30.00 in cash.

David Ellison, Chairman & CEO of Paramount said: “Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion. Throughout this process, we have worked hard for WBD shareholders and remain committed to engaging with them on the merits of our superior bid and advancing our ongoing regulatory review process.”

1 Before including an illustrative ~$0.50 per share M&A option value for Discovery Global.

Paramount’s Superior Value

EXHIBIT 1 – Paramount’s $30.00 All Cash Offer Is Superior to the Netflix Agreement

2 Value of Discovery Global

Paramount’s analysis values Discovery Global at $0.00 per share. This assumes a forward EBITDA multiple of 3.8x, in-line with Versant’s trading multiple3 on January 7th, and $3.9 billion of next twelve months EBITDA for Discovery Global as of the estimated spin completion date (Q3 2026). This EBITDA is based on Wall Street consensus estimates and includes the allocation of 50% of WBD’s unallocated Corporate / Eliminations and stock-based compensation expenses. This assumption is based on the guidance provided by WBD CFO Gunnar Wiedenfels when WBD announced its separation, on June 9, that Discovery Global should account for approximately 50% of WBD’s consolidated corporate overhead expense; we have assumed the same applies for stock-based compensation. While this results in a fundamental value for Discovery Global of $0.00 per share, for illustrative purposes, we acknowledge the theoretical possibility that Discovery Global could trade with up to ~$0.50 per share of embedded M&A option value.

EXHIBIT 2 – If Discovery Global Trades In-Line with Versant, it is Worth $0.00 / Share

WBD Networks Segment Next Twelve Months EBITDA as of 9/30/2026, per FactSet $5.1

Less: 50% Allocation of Corporate / Eliminations (0.9)

Less: 50% Allocation of Stock-Based Compensation (0.3)

Discovery Global NTM EBITDA as of 9/30/2026 $3.9

(x) Versant NTM EV / EBITDA Multiple 3.8x

Discovery Global Enterprise Value $14.7

Less: Estimated Discovery Global Net Debt 4 (15.1)

Discovery Global Equity Value ($0.4)

(/) WBD Fully Diluted Shares Outstanding (bn) 2.6

Implied Discovery Global Equity Value per Share $0.00

Illustrative M&A Option Value ~$0.50

2 Value of Netflix stock consideration ($4.17) based on 0.0460x exchange ratio and Netflix stock price of $90.73 as of market close on January 7, 2026.

3 Based on Versant share price of $33.27 and enterprise value of $7.2 billion as of market close on January 7, 2026. Reflects Versant trading multiple based on midpoint of Versant Management guidance for 2026E EBITDA ($1.85 – $2.00 billion).

4 Based on $30.4bn of WBD consolidated net debt (including $1.3bn of noncontrolling interests and net of $1.1bn of investments) as of Q3’25, less $4.6bn of estimated WBD free cash flow generation over Q4’25 – Q3’26, per consensus, less $10.7bn of net debt assumed to be allocated to Netflix, per WBD/Netflix merger presentation.

While Discovery Global equity would have no equity value if the company trades in-line with Versant, there are in fact several compelling reasons why it should trade at a discount to Versant. First and foremost, Discovery Global will likely be significantly more leveraged. In addition, Discovery Global’s financial performance lags Versant on both a historical and projected basis, likely as a result of its less attractive portfolio, as detailed below:

EXHIBIT 3 – Discovery Global Should Trade at a Discount to Versant
Netflix Debt Adjustment Mechanism

As we have interpreted the agreement, the Netflix transaction includes a purchase price reduction if WBD decides to more appropriately capitalize Discovery Global with less debt. This mechanism reduces proceeds to WBD shareholders from Netflix’s purchase of S&S on a dollar-for-dollar basis, reducing cash and Netflix stock consideration and increasing the proportion of consideration coming from equity in the Discovery Global stub. This means that the Netflix transaction – which is already headlined as a cash-and-stock mix – is likely to deliver even less cash than its stated headline value. By contrast, Paramount’s proposal is 100% cash and definitionally completely certain.

As an example, if WBD opted to target a more reasonable 1.25x leverage – in-line with Versant today – shareholders would receive ~$10 billion (~$3.90 per share) less of cash and Netflix stock consideration5, reducing the cash component to below $20 per share. Instead, shareholders would receive that $10 billion in the form of additional, uncertain equity in declining Discovery Global. We encourage WBD shareholders to ask the Board of WBD for transparency on this aspect of the deal with Netflix.

5 WBD has not disclosed the target level of debt for Discovery Global which, if not met, would trigger this purchase price reduction; analysis assumes a $15.1 billion net debt target (~3.9x net leverage) for Discovery Global based on a consensus forecast for WBD’s consolidated net debt as of 9/30/2026, of which only $10.7 billion will be assumed by Netflix. The actual amount of debt placed on Discovery Global will depend upon the level of leverage that debt capital markets will support.

EXHIBIT 4 – WBD Shareholders Will Receive Significantly Less Consideration from Netflix if Discovery Global Is Capitalized More Appropriately (i.e., In-Line with Versant)

Committed Debt Financing

Finally, Paramount notes WBD’s January 7 comments questioning the certainty of our debt financing. Bank of America, N.A., Citibank, N.A. and Apollo Capital Management, L.P. are each global sophisticated financial institutions, with decades of experience financing companies and borrowers in history’s largest, most complicated transactions. They have confirmed that the commitment letter previously delivered by them to provide the previously disclosed $54.0 billion of debt financing to fund Paramount’s proposed acquisition of WBD and to finance the related offer to purchase shares remains in full force and effect. Paramount has retained the world’s premier financial partners and would welcome the opportunity to engage directly with the WBD Board to discuss the offer and address the Board’s latest claims.

Further details of the amended Paramount offer, which fully addressed all purported concerns by WBD, can be found here.

Paramount urges WBD shareholders to register their preference for Paramount’s superior offer with the WBD Board of Directors by tendering their shares today.

WBD shareholders and other interested parties can find additional information about Paramount’s superior offer at www.StrongerHollywood.com.