Paramount Skydance Corp. will acquire Warner Bros. Discovery Inc. in a landmark transaction valued at approximately $111 billion, making it one of the largest mergers in media history.
Paramount will pay $31 per share in cash for Warner, placing the company’s total equity value at roughly $81 billion.
Following months of negotiations, Paramount will cover the $2.8 billion break fee owed to Netflix after Warner Bros. Discovery withdrew from a previous agreement. The deal also includes a $0.25 per share quarterly “ticking fee” if closing extends beyond Sept. 30.
“By bringing together these world-class studios, our complementary streaming platforms, and the extraordinary talent behind them, we will create even greater value for audiences, partners and shareholders — and we couldn’t be more excited for what’s ahead,” Paramount Chairman and CEO David Ellison said in a press release.
The merger currently awaits approval from U.S. antitrust authorities, including the Department of Justice, the EU and a vote by Warner Bros. Discovery shareholders. Paramount also agreed to pay up to $7 billion as a reverse termination fee designed to compensate Warner if the merger fails. The deal also raises concerns among analysts and regulators.
The combined company is expected to carry approximately $79 billion in net debt at closing, with leverage projected at 4.3 times EBITDA.
Critics argue that the heavy debt load, large-scale consolidation and potential job cuts tied to cost synergies could pose long-term risks. The combined entity would serve more than 200 million streaming subscribers across Paramount+, HBO Max and Discovery+ while operating in over 100 countries.
Its portfolio would span major sports rights including the NFL and the Olympics, blockbuster franchises such as Harry Potter, DC and Barbie and legacy television networks including CNN, TNT Sports and Discovery. Paramount projected more than $6 billion in annual run-rate synergies within three years.
These savings are expected to come from consolidating streaming technology platforms, reducing corporate overhead, improving marketing efficiency and streamlining real estate assets.
“Our guiding principle throughout this process has been to secure a transaction that maximizes the value of our iconic assets and our century-old studio while delivering as much certainty as possible for our investors,” Warner Bros. Discovery President and CEO David Zaslav said. “We look forward to working with Paramount to complete this historic transaction.”
