Paramount Skydance (PSKY) Proxy Filing summary

Executive summary

• Paramount is soliciting proxies to vote against the proposed acquisition of Warner Bros. by Netflix, arguing its own $30.00 per share all-cash offer is superior in value and certainty compared to the Netflix deal, which offers $27.75 per share subject to reductions and uncertain equity in Global Linear Networks.

• Paramount's offer is fully financed with $43.6 billion in equity (personally guaranteed by Larry Ellison) and $54 billion in debt commitments, with no financing condition, and includes additional cash enhancements for delays and break fees.

• Paramount highlights regulatory certainty and a faster path to closing, contrasting with Netflix's longer, riskier regulatory process and weaker commitments to remedies.

• Paramount criticizes the Warner Bros. Board for not engaging in substantive negotiations and for favoring Netflix despite Paramount's repeated improvements and willingness to address all feedback.

• Paramount urges shareholders to vote against all special meeting proposals to preserve the opportunity to accept its superior offer.

Voting matters and shareholder proposals

• Shareholders are asked to vote against: (1) the Netflix Merger Agreement, (2) the conversion of Warner Bros. into an LLC, and (3) the compensation proposal for Warner Bros. executives related to the Netflix merger.

• Voting against these proposals preserves the ability to consider Paramount's offer and enables shareholders to exercise appraisal rights for fair value.

• Paramount provides detailed instructions for voting and revoking proxies, emphasizing the importance of using the blue proxy card.

Board of directors and corporate governance

• Paramount's board and executive team, including David Ellison and Jeffrey Shell, are disclosed as participants in the solicitation.

• Paramount criticizes the Warner Bros. Board for lack of transparency and engagement, and for not providing financial analysis supporting its decision.

• Paramount intends to nominate directors at Warner Bros.' 2026 annual meeting if the Netflix deal proceeds.