Skydance Corporation Completes $78B Acquisition of Warner Bros. Discovery

Executive Summary

On October 6, 2026, Warner Bros. Discovery, Inc. (NASDAQ: WBD) completed its merger with Skydance Corporation (f/k/a Paramount Skydance Corporation). Pursuant to the Merger Agreement dated February 27, 2026, WBD merged with Prince Sub Inc. and survived as a direct, wholly owned subsidiary of Skydance Corporation. The aggregate consideration for the transaction is approximately $78 billion.

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Key Transaction Terms & Shareholder Consideration

• Merger Consideration: Each outstanding share of WBD Series A Common Stock was canceled and converted into the right to receive $31.01666668 in cash, which includes ticking consideration of $0.00277778 per day from September 30, 2026 through October 6, 2026.
• Aggregate Ticking Fee: $41,886,975.78 was paid out in ticking consideration.
• Treatment of Equity Awards:
  • Vested Options: Converted into cash equal to the spread over the Merger Consideration.
  • Unvested In-the-Money Options: Assumed by Skydance as contingent cash rights based on the deal spread.
  • Out-of-the-Money Options: Canceled without consideration.
  • Vested RSUs & PRSUs: Converted into the cash Merger Consideration.
  • Unvested RSUs & PRSUs: Converted into contingent cash rights under Skydance with performance hurdles adjusted based on target/extrapolated performance.
  • Notional DC Units: Converted to Skydance Class B Common Stock notional units via an exchange ratio.

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Delisting and Deregistration

• Common Stock (WBD): WBD notified Nasdaq to suspend trading before market open on October 6, 2026, and to file a Form 25 delisting notice with the SEC.
• Euro Notes: Discovery Global Holdings' 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 will be voluntarily delisted from the Nasdaq Global Market.
• Reporting Suspension: Following Form 25 effectiveness, WBD plans to file Form 15 to terminate its registration and reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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Governance & Executive Departures

• Board Departures: All existing directors departed at the Effective Time, including David M. Zaslav, Samuel A. Di Piazza, Jr., Richard W. Fisher, Paul A. Gould, Debra L. Lee, Joseph M. Levin, Anton J. Levy, Kenneth W. Lowe, Fazal Merchant, Anthony J. Noto, Paula A. Price, Daniel E. Sanchez, and Geoffrey Y. Yang. The directors of Merger Sub assumed the board roles.
• Executive Separations:
  • David M. Zaslav separated from employment on October 6, 2026.
  • Gunnar Wiedenfels, Bruce L. Campbell, and Priya Aiyar are scheduled to separate on October 16, 2026.
  • Jean-Briac Perrette and Lori Locke ceased serving as officers.
• Transaction Bonuses: Cash bonuses under a previously authorized plan were approved on September 30, 2026, and vested at closing: Gunnar Wiedenfels ($2,142,401), Bruce L. Campbell ($2,946,000), and Jean-Briac Perrette ($2,850,000).

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Debt & Credit Facilities

• WBD fully repaid and terminated its First Lien Credit Agreement dated June 4, 2026 (JPMorgan Chase Bank, N.A. agent) and revolving Credit Agreement dated October 4, 2024 (Bank of America, N.A. agent).
• Certain WBD subsidiaries became guarantors under Skydance's Base Indenture and Skydance's Credit Agreement dated April 7, 2026 (amended October 6, 2026 with Citibank, N.A.).