Overview
- Warner Bros. Discovery scheduled a special shareholder meeting for April 23 at 10 a.m. ET to vote on the transaction and has begun mailing the definitive proxy to investors.
- Shareholders of record as of March 20 at 5 p.m. ET are eligible to vote, and the boards of both companies have unanimously approved the deal.
- The agreement pays WBD investors $31 in cash per share, a 147% premium to the company’s unaffected $12.54 price, with closing targeted for the third quarter pending required approvals.
- Financing includes $47 billion in equity backstopped by the Ellison family and RedBird Capital Partners plus $54 billion in debt commitments from Bank of America, Citigroup and Apollo.
- Investor protections and add-ons include a 25-cent per share quarterly ticking fee after Sept. 30 until closing, a $7 billion regulatory termination payment to WBD, and a $3.25 billion Paramount rights offering at $16.02 per share near closing.