Warner Bros. Discovery Shareholders Approve $110 Billion Merger with Paramount Skydance

In a landmark vote, nearly 99% of WBD shareholders approved the acquisition, which would create a merged entertainment giant valued at $110 billion including debt.

Shareholder Vote and Transaction Details

At a special shareholder meeting, WBD shareholders voted overwhelmingly to approve the merger, with preliminary reports indicating nearly 99% of votes were in favor. Under the terms of the deal, WBD shareholders will receive $31 per share in cash.

In a separate, non-binding advisory vote, shareholders rejected the proposed compensation package for WBD CEO David Zaslav. Estimates of this package varied, with some sources placing its value at over $500 million and others indicating it could reach up to $887 million. As the vote is non-binding, Zaslav remains eligible to receive the compensation.

The transaction was announced on February 27, 2025. It assigns WBD an equity value of approximately $81 billion and an enterprise value of $110 billion, including approximately $29 billion in WBD's existing debt as of the end of 2025. The acquisition is financed by $47 billion in equity from the Ellison family and RedBird Capital, which includes $24 billion from Middle Eastern investors, and $49 billion in debt commitments from a group of 18 lenders.

U.S. Regulatory Clearance

The U.S. Department of Justice concluded the deal is "not likely to result in harm to competition or American consumers."

The DOJ's Antitrust Division closed its investigation into the merger on Friday. The eight-month investigation reviewed over two million documents. The department found the deal is unlikely to harm competition in video streaming, linear television, or film production and distribution. The approval does not require any divestitures or behavioral remedies.

A Paramount spokesperson stated the company is "grateful for the Department of Justice’s thorough review" and described the deal as "pro-competitive."

Remaining Regulatory and Legal Hurdles

The merger still requires approval from other regulatory bodies:

Political and Industry Opposition

Over 4,000 actors, directors, screenwriters, and producers signed an open letter opposing the merger.

Industry Opposition

The proposed merger has drawn opposition from a number of industry professionals and political figures:

• Over 4,000 actors, directors, screenwriters, and producers signed an open letter warning of potential job losses, content consolidation, and reduced competition
• Groups such as the Committee for the First Amendment have also voiced concerns

Political Opposition

• U.S. Senators Elizabeth Warren, Chuck Schumer, and Cory Booker have sent letters urging federal scrutiny
• Senator Warren criticized the DOJ's approval, calling for state attorneys general to block the merger
• Concerns raised regarding the Ellison family's ties to President Donald Trump and the involvement of foreign financing from sovereign wealth funds in Saudi Arabia, Qatar, and the United Arab Emirates

Statements from Company Leadership

David Zaslav: "Today's stockholder approval is another key milestone toward completing this historic transaction."

David Zaslav, CEO of Warner Bros. Discovery, stated: "Today's stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders."

Samuel A. Di Piazza, Jr., Chairman of the WBD board, said: "We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio. With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community."

David Ellison, CEO of Paramount Skydance, stated the combined company will "honor the legacy of two iconic companies while accelerating our vision of building a next-generation media and entertainment company."

Timeline and Next Steps

The companies initially aimed to complete the merger by September 30, 2025, though subsequent reports have indicated a potential closing in the third quarter of 2026. If the deal does not close by September 30, WBD shareholders will receive a "ticking fee" of 25 cents per share per quarter, measured daily, until the transaction closes.

Market Reaction

Following the shareholder vote, shares of Paramount fell by nearly 6%, and Warner Bros. Discovery shares also declined. After the Justice Department's approval was announced, Paramount's stock rose approximately 3% in after-hours trading.