Paramount Skydance entered into a definitive agreement on February 27, 2026, to acquire Warner Bros. Discovery in an all-cash transaction valued at $110 billion in enterprise value, creating one of the largest media conglomerates in the United States. The deal values Warner Bros. Discovery equity at $81 billion, with Paramount paying $31 per share in cash for all outstanding shares.

The agreement follows Netflix's withdrawal from a competing bid earlier in February 2026. Post-closing, the combined entity will operate under the Paramount Skydance name and maintain dual headquarters in New York and Los Angeles.

Deal at a Glance: $110B enterprise value • $31/share all-cash • 42% premium to Feb. 26, 2026 close • $79B net debt at closing • 210M combined global streaming subscribers • Expected close mid-2026.

Deal Structure and Valuation Metrics

The transaction is structured as an all-cash acquisition at $31 per share, representing a 42% premium to Warner Bros. Discovery's closing price on February 26, 2026. The $110 billion enterprise value breaks down as follows:

{[ { label: 'Equity Value', value: '$81 billion' }, { label: 'Assumed Net Debt (WBD, as of Dec. 31, 2025)', value: '$38.7 billion' }, { label: 'Total WBD Debt (Dec. 31, 2025)', value: '$41.5 billion' }, { label: 'WBD Cash (Dec. 31, 2025)', value: '$2.8 billion' }, { label: 'Additional Transaction Costs & Financing', value: 'Remaining balance' }, { label: 'Enterprise Value (Total)', value: '$110 billion' }, ].map((row, i) => ( ))}

Component	Value
{row.label}	{row.value}

The combined company is projected to generate $54 billion in annual revenue based on 2025 pro-forma figures from both entities.

Debt Load and Financing Plan

The merged entity will carry approximately $79 billion in net debt upon closing. Paramount Skydance plans to finance the acquisition through a three-part structure:

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Post-closing leverage is expected to reach 4.8x net debt to adjusted EBITDA, with management projecting deleveraging to 3.5x within 24 months through free cash flow generation and non-core asset divestitures.

Warner Bros. Discovery carried $41.5 billion in total debt and $2.8 billion in cash at the end of 2025, with an existing net leverage ratio of 4.1x adjusted EBITDA.

Leverage Risk: The post-closing debt load of ~$79 billion places the combined entity among the most leveraged media companies in the world. Projected deleveraging assumes consistent free cash flow generation and successful asset sales — both subject to market conditions and regulatory constraints.

Strategic Rationale and Expected Synergies

Paramount Skydance projects $2.8 billion in annual run-rate cost synergies within three years of closing, primarily from:

Elimination of duplicative overhead across both organizations
Consolidated content licensing and global distribution networks
Combined advertising sales operations
Shared technology infrastructure across streaming platforms

The combined entity will control approximately 30% of U.S. domestic theatrical box-office market share based on 2025 data, owning major franchises including Star Trek, Mission: Impossible, Top Gun, DC Comics properties, and HBO's premium content libraries.

Combined Streaming Footprint

{[ { label: 'Combined Subscribers', value: '~210M', sub: 'Paramount+ & Max global (Q4 2025)' }, { label: 'U.S. Box Office Share', value: '~30%', sub: '2025 domestic theatrical' }, { label: 'Annual Revenue', value: '$54B', sub: 'Pro-forma 2025' }, { label: 'Cost Synergies', value: '$2.8B', sub: 'Run-rate within 3 years' }, ].map((stat) => (

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The transaction will also create the second-largest U.S. streaming subscriber base behind Netflix, with Paramount+ and Max combining for approximately 210 million global subscribers as of Q4 2025.

Regulatory and Shareholder Approval Path

The deal requires approval from antitrust regulators in the United States and several international jurisdictions, as well as a majority vote of Warner Bros. Discovery shareholders. The companies expect regulatory clearance by mid-2026, with a shareholder vote planned for April or May 2026.

No breakup fee was disclosed in the initial announcement, though standard provisions are expected in the definitive merger agreement.

Approval Timeline

{[ { date: 'Feb. 27, 2026', event: 'Definitive agreement announced', status: '✅ Complete' }, { date: 'Apr–May 2026', event: 'Warner Bros. Discovery shareholder vote', status: '⏳ Pending' }, { date: 'Mid-2026', event: 'Expected U.S. antitrust clearance', status: '⏳ Pending' }, { date: 'Mid-2026', event: 'International regulatory approvals', status: '⏳ Pending' }, { date: 'TBD', event: 'Deal close — combined entity begins operating', status: '⏳ Pending' }, ].map((row) => (

{row.date}

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Market Reaction on February 27, 2026

Warner Bros. Discovery shares rose 18.4% to close at $29.80 on February 27, 2026, approaching but not yet reaching the $31 offer price — a gap that typically reflects residual deal-close risk in the minds of arbitrageurs.

“When a $79 billion debt pile meets a $110 billion enterprise value in Hollywood, the only thing bigger than the balance sheet might be the number of lawyers reviewing it.”