Paramount and Warner Bros. Discovery say they’ve signed a definitive merger agreement for Paramount to acquire WBD. Paramount will pay $31.00 per share in cash for all outstanding WBD shares, with both boards approving the deal.
Paramount says the combined company will pair the studios and brands under one umbrella, including franchises like Harry Potter, Mission: Impossible, DC, Game of Thrones, Top Gun, and SpongeBob SquarePants.
When the deal could close and what happens if it slips
Paramount and WBD expect the transaction to close in Q3 2026, subject to regulatory clearances and WBD shareholder approval.
The companies say the shareholder vote is expected in early spring 2026.
If the deal has not closed by September 30, 2026, WBD shareholders get a $0.25 per share “ticking fee” for each quarter, measured daily, until closing.
Streaming plan: Paramount+ plus HBO Max plus Pluto
Paramount frames the merger as a direct-to-consumer push built around Paramount+, HBO Max, and Pluto.
The press release says the goal is to expand reach, boost engagement, and improve monetization to compete more aggressively in streaming.
Theatrical commitment and release windows
Paramount says the combined company will commit to a minimum of 30 theatrical films annually, described as 15 theatrical feature films per year per studio.
On windowing, Paramount says every film gets a full theatrical release with at least a 45-day global window before paid VOD, and the company intends 60–90 days or more for the most successful titles.
Paramount also says it will maintain local windowing commitments in certain markets, including France.
Money terms: valuation, synergies, and financing
Paramount says the deal values WBD at $81 billion in equity value and $110 billion in enterprise value, citing a 7.5x multiple on “fully synergized” 2026 EBITDA.
Paramount projects over $6 billion in synergies, tied to tech integration, corporate efficiencies, procurement savings, real estate footprint changes, and other operational streamlining.
For financing, Paramount says it will issue $47 billion of new Class B shares priced at $16.02 per share, backed by the Ellison Family and RedBird Capital Partners.
Paramount also cites $54 billion of debt commitments from Bank of America, Citigroup, and Apollo, and says the transaction is not subject to financing conditions.
Paramount adds that existing Paramount shareholders may participate in a rights offering of up to $3.25 billion of Class B stock at $16.02 per share, expected closer to closing.
What Paramount says about leadership and next steps
David Ellison says Paramount pursued WBD to build a “next-generation” media company while honoring both legacies. David Zaslav says he’s pleased with the outcome for WBD shareholders and points to a process focused on maximizing asset value while giving investors more certainty.
Paramount also says it has terminated its all-cash tender offer for WBD in connection with signing the merger agreement.
Conference call date and time
Paramount will host a conference call and webcast on Monday, March 2 at 8:30am ET to discuss the merger agreement, with details to be posted on Paramount’s Investor Relations site.
