Paramount Skydance (PSKY) Proxy Filing summary

Executive summary

• Paramount is soliciting proxies from Warner Bros. stockholders to vote against the proposed acquisition of Warner Bros. by Netflix, arguing that Paramount's $30.00 per share all-cash offer is superior in value and certainty compared to the Netflix transaction, which involves a complex structure and uncertain consideration due to debt adjustments and the speculative value of spun-off Global Linear Networks equity.

• Paramount's offer is fully financed with $43.6 billion in equity commitments (personally guaranteed by Larry Ellison) and $54 billion in debt commitments, with no financing condition, and includes additional enhancements such as a ticking fee for delayed closing and coverage of break fees and refinancing costs.

• Paramount criticizes the Warner Bros. Board for not engaging in substantive negotiations, not providing feedback on proposals, and for favoring the Netflix deal despite its lower value and higher regulatory risk.

• Paramount urges stockholders to vote against all special meeting proposals to preserve the opportunity to accept its superior offer and highlights the regulatory and execution risks associated with the Netflix transaction.

Voting matters and shareholder proposals

• Stockholders are asked to vote against three proposals: (1) adoption of the Netflix Merger Agreement, (2) approval of the conversion of Warner Bros. into an LLC, and (3) approval of executive compensation related to the Netflix merger.

• Paramount recommends voting against all proposals to block the Netflix transaction and enable consideration of its own offer.

• Voting instructions are provided for both record holders and beneficial owners, with emphasis on using the blue proxy card and not returning any proxy card from Warner Bros.

Board of directors and corporate governance

• Paramount's board and special committee, including independent directors and advisors, were actively involved in formulating and revising acquisition proposals, with a focus on maximizing value and addressing feedback from Warner Bros.

• Paramount intends to nominate directors for election at Warner Bros.' 2026 Annual Meeting if the Netflix transaction proceeds.