All articles tagged with #warner bros discovery
The Institutional Shareholder Services urged Warner Bros. Discovery to scrutinize or curb CEO David Zaslav’s proposed $886 million golden parachute tied to the Paramount sale, calling the excise tax gross-up and large equity awards a governance red flag even as ISS approved the sale’s competitive process.
Warner Bros. Discovery CEO David Zaslav could collect up to $887 million in a severance package if the company is acquired by Paramount Skydance in a $111 billion deal, including about $335 million to reimburse excise taxes. The compensation vote is nonbinding while shareholders vote on the sale, which is expected to trigger layoffs and cost cuts as the two studios and TV networks are consolidated. The arrangement has drawn criticism from ISS, highlighting the vast portion of the payout coming from stock vesting and the tax gross-up, amid broader concerns about debt and regulatory scrutiny surrounding the deal.
Paramount Skydance restructured debt financing for its proposed $111 billion Warner Bros. Discovery deal, reducing long‑term debt commitments from $54B to $49B, axing the $3.5B revolver, and boosting liquidity to $5B ahead of closing; permanent financing now envisions a $5B Term Loan A and a $5B revolver in the combined entity, with bridge facilities syndicated across 18 banks, while equity funding from Saudi Arabia, Qatar, Abu Dhabi and LionTree—about $24B in total including roughly $10B from Saudi PIF—supports the merger pending regulatory and shareholder approvals.
Paramount completed the syndication of a bridge facility and arranged permanent financing with 18 lenders to back its planned merger with Warner Bros. Discovery, trimming bridge commitments from $54 billion to $49 billion and eliminating the $3.5 billion revolving facility while boosting liquidity to $5 billion via a new senior unsecured revolving line. The bridge debt has been syndicated to a larger group of banks to reduce exposure to the three main lenders. The company also secured roughly $24 billion in equity from Middle East investors, including Saudi Arabia’s sovereign wealth fund, and expects the merger to close in Q3, with WBD shareholders receiving $31 per share in cash upon closing, subject to regulatory approval and a shareholder vote.
Proxy adviser ISS recommends Warner Bros. Discovery shareholders vote against CEO David Zaslav’s golden-parachute payout tied to the Paramount Skydance sale, citing a non-market tax gross-up and aggressive equity vesting as windfall risks, even as ISS backs the Paramount merger itself (enterprise value about $111B, closing anticipated in Q3 2026).
Institutional Shareholder Services urged Warner Bros. Discovery shareholders to vote down CEO David Zaslav’s golden parachute, calling the package extraordinary and problematic largely due to an excise tax gross-up; while ISS backs the Paramount Skydance sale, the pay is advisory and could still be paid depending on merger timing, with the eventual value likely closer to $600 million as vesting progresses, underscoring governance concerns about executive compensation in big M&A deals.
Paramount is unlikely to replace president Jeff Shell, relying instead on a deep leadership bench and ongoing executive moves around CEO David Ellison as the Warner Bros. Discovery deal nears completion; insiders say the board’s handling of Shell’s exit followed standard procedure and precedent suggests continuity rather than disruption.
Paramount President Jeff Shell is stepping down after eight months amid a legal battle with Las Vegas gambler R.J. Cipriani, who alleges fraud and breach of contract; Shell denies the claims and Cipriani’s allegations are disputed, with Paramount's Gibson Dunn review finding no securities-law violations. Shell also resigns from Paramount’s board to focus on the case as Paramount Skydance advances its merger plans with Warner Bros. Discovery and navigates regulatory approvals.
Warner Bros. Discovery has scheduled an April 23 special shareholders meeting to vote on selling to Paramount Skydance for $31 per share in cash (about a 147% premium). The boards unanimously approved the deal, which is expected to close in Q3 pending regulatory clearances and shareholder approval; if not closed by September 30, shareholders will receive a $0.25 per share quarterly ticking fee. The transaction would create a highly leveraged combined company with expected cost savings, while regulators and lawmakers weigh potential impacts; WBD’s board recommends voting in favor.
Warner Bros. Discovery has scheduled a special meeting for April 23, 2026 at 10 a.m. ET for shareholders to vote on the $111 billion Paramount Skydance merger, which the WBD board unanimously supports. The deal would place Paramount Skydance in control of WBD’s assets (including HBO/Max, Warner Bros., DC, etc.) and is expected to close in Q3 2026, subject to regulatory approvals, including DOJ clearance. Shareholders of record as of March 20, 2026 are eligible to vote after WBD began mailing the proxy statement. If the deal isn’t closed by Sept. 30, 2026, a ticking fee of $0.25 per share per quarter applies, potentially adding hundreds of millions to the price.
Five contestants from Taylor Frankie Paul’s season of The Bachelorette are reportedly considering suing ABC and Warner Bros. Discovery after the season was canceled following a leaked video of Paul’s past domestic-violence incident; insiders say the cancellation could cost the network tens of millions, and the contestants allege unsafe working conditions and sacrifices made for exposure, as reruns of American Idol fill the slot.
California Attorney General Rob Bonta is coordinating an antitrust review of Paramount Skydance's roughly $110 billion deal to buy Warner Bros. Discovery, working with New York AG Letitia James; the effort signals a potential state-led challenge with labor and industry implications, while federal action remains uncertain.
David Ellison argues in a letter to California lawmakers that a Paramount-Warner Bros. Discovery merger could strengthen Hollywood and protect jobs if the studios remain separate, outlining commitments such as a 15-film annual slate per studio, licensing to third parties, a 45-day theatrical window, and longer post‑theatrical VOD windows; he also proposes expanding LA operations post‑Skydance deal and backing tax incentives to keep production domestic, with lawmakers demanding measurable pledges.
New court filings in RJ Cipriani’s lawsuit against Paramount’s Jeff Shell allege secret talks between Donald Trump and Larry Ellison about Paramount’s bid for Warner Bros. Discovery, with Shell allegedly relaying Trump’s assurances to Ellison; Cipriani’s suit, now naming Ellison and his son David, claims high‑level executives discussed seven‑figure settlements, while Shell countersues for extortion and a separate probe reviews texts connected to South Park streaming rights and UFC deals.
Paramount said the $1.5 billion lawsuit accusing top executives and shareholders of pressuring its Warner Bros. Discovery bid is frivolous, after the filing claimed a direct Trump assurance to Larry Ellison to back Paramount’s pursuit of WBD. The lawsuit expands on prior allegations about media leaks and deals, while Jeff Shell and his wife Laura Shell counterclaim against plaintiff R.J. Cipriani. A Gibson Dunn probe into Shell’s statements continues, underscoring ongoing legal wrangling as the case unfolds.