Paramount Skydance’s $110 Billion Acquisition of Warner Bros. Discovery

Cleary Gottlieb is representing a special committee of the board of directors of Paramount Skydance Corporation (Paramount) in connection with Paramount’s acquisition of Warner Bros. Discovery Inc. (Warner Bros.) and equity investments by Ellisons and RedBird Capital Partners in Paramount to fund such acquisition.

On December 5, 2025, Warner Bros. and Netflix Inc. (Netflix) entered a definitive agreement for Netflix to acquire Warner Bros., including its studio and streaming assets, for $27.75 per share, equating to an enterprise value of $82.7 billion. On December 8, 2025, Paramount commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. for $30 per share, equating to an enterprise value of $108.4 billion. After reopening negotiations with Paramount, Warner Bros. determined Paramount’s proposal to acquire all of the outstanding shares of Warner Bros. for $31 per share was superior to its agreement with Netflix. On February 26, 2026, Netflix declined to improve its proposal.

The transactions signed on February 27, 2026, and are expected to close in Q3 2026.

Paramount is a leading, next-generation global media and entertainment company, comprised of three business segments: Filmed Entertainment, Direct-to-Consumer, and TV Media. Paramount’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America’s most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Paramount TV, and Skydance’s Animation, Film, Television, Interactive/Games, and Sports divisions.

Warner Bros. is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming, and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV, and others.

The Cleary M&A team included partners Paul Shim, Kelsey Nussenfeld, and Claire Schupmann, and associate Nicholas Serensits. Partner Mark McDonald advised on litigation matters. Partner Daniel Culley and senior counsel David Gelfand advised on antitrust matters.