Paramount Skydance to Acquire Warner Bros. Discovery for $31/Share Cash; Boosts Authorized Class B Shares by 1.5 Billion
Paramount Skydance Corporation (PSKY) announced a definitive merger agreement to acquire Warner Bros. Discovery, Inc. (WBD) for $31 per share in cash, plus a potential ticking fee. This significant strategic move aims to consolidate media assets and reshape the industry landscape. Concurrently, PSKY filed a Certificate of Amendment to its charter, increasing the authorized shares of Class B Common Stock from 5.5 billion to 7 billion, a 27.3% increase. The amendment also grants the PSKY Board the flexibility to declare and pay dividends to Class B holders without a corresponding dividend to Class A holders, provided Class A stockholders give prior written consent. These actions facilitate the WBD acquisition and provide PSKY with greater capital structure flexibility for future strategic initiatives.
Key Highlights
- Paramount Skydance Corporation (PSKY) entered into a merger agreement to acquire Warner Bros. Discovery, Inc. (WBD) for $31 per share in cash, plus a ticking fee.
- PSKY increased its authorized shares of Class B Common Stock from 5,500,000,000 to 7,000,000,000, representing an increase of 1,500,000,000 shares or 27.3%.
- The company amended its Certificate of Incorporation to permit the PSKY Board to declare and pay dividends to Class B Common Stock holders without being required to declare and pay a corresponding dividend to Class A Common Stock holders, subject to prior written consent or approval of Class A holders.
- The PSKY Board and Class A stockholders of PSKY previously approved the Certificate of Amendment.
- The Lawrence J. Ellison Revocable Trust and Mr. Lawrence J. Ellison (Ellison Parties) entered into a concurrent agreement related to the merger.