Warner Bros Discovery Sets April 23 Vote on $110 Billion Paramount Merger

Warner Bros Discovery just locked in the biggest decision in its history. On April 23, 2026, shareholders will vote on whether to approve the $110 billion merger with Paramount Skydance. If approved, this deal will reshape Hollywood and create the second largest streaming company on the planet.

What the Deal Offers WBD Shareholders

3 Under the terms of the merger agreement, WBD shareholders will receive $31.00 per share in cash for each share of WBD common stock they own, which represents a 147% premium to WBD’s unaffected stock price of $12.54 per share.

That is not a small number. For context, 6the $31 per share offer represents a 63% increase over Paramount Chairman David Ellison’s initial $19 per share proposal back in mid-September 2025.

3 The company has started mailing the definitive proxy statement. WBD shareholders of record as of 5:00 p.m. Eastern Time on March 20, 2026 will be entitled to vote at the Special Meeting. **Anyone who fails to cast a vote will be counted as a “no” vote, according to the proxy filing.** 12 Approval of the merger requires a majority of outstanding shares as of the record date. 1 The WBD board has unanimously recommended shareholders vote for the Paramount merger, and the measure is expected to pass.

How a Bidding War Led to This Moment

This deal did not come easy. The road to the April vote was one of the most dramatic bidding wars Hollywood has ever seen.

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 The saga began in late 2025 when Netflix initially entered into a merger agreement to acquire Warner Bros Discovery’s studio and streaming assets for $27.75 per share. 4 However, Paramount Skydance, backed by a massive $45.7 billion equity commitment from the Ellison Trust and guaranteed by billionaire Larry Ellison, swooped in with a superior proposal. 6 David Ellison refused to give up. He and his team continued to lobby shareholders, politicians, and Warner board members, insisting their deal for the entire company was superior. 6 Warner’s board, under pressure, reopened the bidding in late February to allow Paramount to make its case. Warner board members ultimately concluded that Paramount’s bid topped Netflix’s offer, and Netflix bowed out. 6 Paramount paid a $2.8 billion termination fee to Netflix and signed the merger agreement on February 27. 4 Comcast also explored a bid but ultimately stepped aside, citing concerns over the massive debt requirements.

Even a mystery bidder appeared at the last moment. 6A firm called Nobelis Capital based in Singapore told Warner on February 18 that it was willing to pay $32.50 per share in cash and claimed it had placed $7.5 billion into an escrow account. 6However, Warner’s bankers could not verify the deposit.

Where the Money Is Coming From

The financing behind this merger is massive and relies on a mix of deep pockets and Wall Street backing.

Here is a breakdown of the deal’s financial structure:

Component	Amount
Total enterprise value	$110 billion
Cash per WBD share	$31.00
Equity commitment (Ellison family and RedBird)	$47 billion
Debt financing (Bank of America, Citigroup, Apollo)	$54 billion
Separate bridge loan	$3.5 billion
WBD debt assumed by Paramount	$33 billion
Combined long-term debt	~$79 billion

1 Larry Ellison, David’s father, has personally committed up to $46.7 billion toward the deal. That is one of the largest personal financial commitments in corporate merger history. 8 Existing Paramount stockholders will also have the opportunity to participate in a rights offering of up to $3.25 billion of Class B Paramount stock at a price of $16.02 per share closer to the closing date.

Regulatory Hurdles and What Happens If It Falls Apart

This deal still faces real challenges before it becomes final.

1 The merger is expected to close in the third quarter of 2026, subject to WBD shareholder approval as well as regulatory clearances, including from the U.S. Justice Department. 1 The acting head of the DOJ’s antitrust division, Omeed Assefi, last week said the proposed pact will “absolutely not” be on a fast track for approval due to political reasons. 2 State attorneys general are also considering the impact on consumers and competition and may weigh in. 16 On March 25, the supervisors of Los Angeles County ordered an analysis of the deal. The study will be led by the Department of Economic Opportunity, with findings and recommendations due by July 23, 2026.

Here is what happens if the timeline slips or the deal collapses:

• Ticking fee: 8If the transaction does not close by September 30, WBD shareholders will receive a 25 cent per share ticking fee for each quarter until closing.
• Termination fee: 8If the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.

26 Paren Knadjian, a partner at advisory firm EisnerAmper, warned that regulatory and political pressures “will certainly delay the deal and will make it more complicated,” predicting significant concessions may be needed for it to go through.

What It Means for Streaming, Jobs and Hollywood

If approved, the combined company would become a powerhouse in the streaming market.

33 Together, HBO Max and Paramount+ would total roughly 210 million subscribers. 33 That would make the combined company the second largest streaming platform, behind Netflix, which has 325 million subscribers. 16 Paramount Skydance projected that a merger with WBD would create a media company generating about $70 billion in annual revenue, $16 billion in EBITDA, and $10 billion in cash flow.

Key fact: 1The combined entity would bring together CBS, CBS News, Paramount Pictures, Paramount+, BET, Nickelodeon, HBO, HBO Max, Warner Bros studios, DC, CNN, TBS, TNT, HGTV and Discovery+.

But major concerns remain, especially around jobs.

2 Paramount has said it expects cost savings of about $6 billion, meaning thousands of potential layoffs.All 10 WBD employees CNBC spoke with expressed some level of concern about potential job losses given that target. 21 Teamsters General President Sean M. O’Brien said in a statement, “This merger threatens the livelihoods of the very workers who built these studios into industry giants.” 22 The Writers Guild of America has condemned the merger as a blow to writers, arguing that reducing the number of major buyers of scripted content will depress wages and narrow creative opportunities.

On the other side, 20Paramount CEO David Ellison told California lawmakers he expects the merger to support job creation and pledged to keep Paramount and Warner Bros studios separate while producing a combined 30 films a year.

The stakes for this April 23 vote could not be higher. Shareholders face a clear choice: take the $31 per share cash and a 147% premium today, or bet that WBD can go it alone in a rapidly changing media landscape. For the thousands of employees at both companies waiting to learn whether their jobs survive the merger, the outcome is deeply personal. Whether you are an investor, a Hollywood worker, or simply a fan who loves HBO, DC, or Nickelodeon, this vote will echo through the entertainment world for years. Drop your thoughts in the comments and let us know where you stand on this historic deal.