Paramount Skydance Corporation has entered into a definitive merger agreement to acquire Warner Bros. Discovery, Inc. in an all-cash transaction valued at approximately $149.9 billion (US$110 billion) in enterprise value, marking the largest all-cash deal in corporate history and a transaction poised to reshape the Canadian broadcasting and streaming landscape.
The combined entity would unite some of the most widely distributed media brands in Canada. Warner Bros. Discovery licenses HBO content to Bell Media's Crave under an exclusive, multi-year deal, and in 2024, Rogers Sports & Media struck a deal with WBD to become the Canadian distributor for brands including HGTV, Food Network, and Discovery, offering on-demand programming through its Citytv+ streaming service.
Paramount is a global media and entertainment company formed through the 2025 merger of Paramount Global and Skydance Media. Its portfolio includes Paramount Pictures, CBS, Paramount+, and franchises such as Mission: Impossible, Top Gun, Transformers, and SpongeBob SquarePants. Paramount's subscription service, Paramount+, is already available in Canada, along with its free ad-supported TV service, Pluto TV. Warner Bros. Discovery operates Warner Bros. Pictures, HBO, HBO Max, CNN, and a global linear networks division encompassing brands such as Discovery Channel, HGTV, Food Network, and TLC.
Under the merger agreement, Paramount will pay approximately $42.25 (US$31.00) per share in cash for all outstanding shares of WBD, valuing the company at $110.4 billion (US$81 billion) in equity value and $149.9 billion (US$110 billion) in enterprise value. The transaction is funded by $64.1 billion (US$47 billion) in equity, fully backed by the Ellison Family and RedBird Capital Partners, with the equity potentially including other strategic and financial partners at closing. In addition, the transaction is backed by $73.6 billion (US$54 billion) of debt commitments from Bank of America, Citigroup, and Apollo, which includes US$15 billion to backstop WBD's existing bridge facility and US$39 billion of incremental new debt.
Paramount has assumed WBD's $3.8 billion (US$2.8 billion) termination fee payable to Netflix, which was paid concurrently with the termination of WBD's prior merger agreement with Netflix.
The deal carries significant implications for Canadian media companies. With WBD headed to Paramount post-merger, Bell Media will face a far different terrain on which to renew its supply agreement to keep HBO Max content on Crave. In a press release, Paramount also indicated the potential combination of Paramount+ and HBO Max into a single streaming service. If realized, this move would create a formidable competitor in the Canadian market. It remains unclear what the merger means for WBD's existing deals with other Canadian broadcasters and streamers, including Rogers.
Warner Bros. Discovery president and CEO David Zaslav, said, “Our guiding principle throughout this process has been to secure a transaction that maximizes the value of our iconic assets and our century-old studio while delivering as much certainty as possible for our investors.”
“From the very beginning, our pursuit of Warner Bros. Discovery has been guided by a clear purpose: to honor the legacy of two iconic companies while accelerating our vision of building a next-generation media and entertainment company.,” said Paramount chairman and CEO David Ellison. “By bringing together these world-class studios, our complementary streaming platforms, and the extraordinary talent behind them, we will create even greater value for audiences, partners and shareholders.”
Blake, Cassels & Graydon LLP, Cravath, Swaine & Moore LLP and Latham & Watkins LLP are serving as legal counsel to Paramount, with Centerview Partners LLC and RedBird Advisors acting as lead financial advisors, and Bank of America Securities, Citi, M. Klein & Company, and LionTree Advisors also acting as financial advisors. Latham & Watkins LLP is also acting as legal counsel to the investor consortium, including the Ellison Family.
Cleary, Gottlieb, Steen & Hamilton LLP is serving as legal counsel to the Special Committee of the Board of Directors of Paramount, with Barclays Capital acting as financial advisors. Cahill Gordon acted for the lead arrangers and debt financing sources linked to Paramount's financing commitments for the acquisition.
Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel to WBD, with Allen & Company, J.P. Morgan, and Evercore serving as financial advisors.
The deal is expected to close in the third quarter of 2026, subject to customary closing conditions.
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