Shareholders ofWarner Bros. Discoveryvoted to sell the company toDavid Ellison’sParamountSkydance for $31 a share in cash at a special virtual meeting Wednesday morning. The approval was a key hurdle in advancing the deal.

Company officials at the meeting said the merger vote passed “overwhelmingly,” with exact vote totals to be confirmed. Compensation for CEO David Zaslav related to the deal, which will exceed $500 million and could soar to $800 million depending on several variables, wasrejected by shareholders. The pay vote is non-binding, meaning Zaslav will still be able to collect.

The controversialmega-mergerannounced February 27 assigned WBD an equity value of $81 billion and an enterprise value of $110 billion.Watch on Deadline

“We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio,” WBD board chairman Samuel A. Di Piazza, Jr., who presided over the meeting, said in a statement. “With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community.”Zaslav called the vote a “milestone toward completing this historic transaction that will deliver exceptional value to our stockholders. We will continue to work with Paramount to complete the remaining steps in this process that will create a leading, next-generation media and entertainment company.”

Pending regulatory approval, Paramount has said it expects the transaction to close in the third quarter of 2026. The price tag would rise after that if it doesn’t. Under the terms of the deal, in the event the transaction has not closed by September 30, WBD shareholders will receive a 25-cents-a-share “ticking fee” for each quarter (measured daily) until closing.

The U.S. Department of Justice is examining the deal, as are antitrust authorities in the EU and the UK. There’s mounting speculation that California Attorney General Rob Bonta may be preparing a legal challenge. State AGs have notched some successes recently, temporarilyderailing the merger of big broadcasters Nexstar and Tegnaand obtaining asettlement from Live Nation.

There’s been major industry pushback against the merger, which would consolidate two major Hollywood studios and result in significant layoffs. David Ellison has repeatedly expressed confidence the deal will receive all necessary approvals and has insisted the deal is “pro-Hollywood” and a boon to the creative community. The Ellison family, led by Oracle co-founder Larry Ellison, is close to President Trump. David Ellison is hosting a dinnerhonoring the Trump and CBS News’ White House correspondents in Washington, D.C. tonight at the Donald J. Trump Institute of Peace.

The transaction will be being funded by $47 billion in equity, fully backed by the Ellison family and RedBird Capital. Some $24 billion of that has been secured from Middle East investors, including $10 billion from Saudi Arabia’s sovereign wealth fund. It is also backed by $49 billion of debt commitments from a group of 18 lenders led by Bank of America, Citigroup and Apollo.

The new debt, plus WBD’s existing debt ($29 billion at year end 2025), comes to almost $80 billion, a massive load, even as Ellison vows to expand investments in film, TV and technology. One key area of financial commitment will be in the film studios, with Ellison maintaining that Paramount and Warner Bros. together willrelease 30 films a year.

Major ratings agencies Fitch and S&P have Paramount debt at junk status as the merger undergoes final review. Moody’s has it on review for downgrade to junk. Specifically, the agencies look at leverage – or the amount of debt a company carries compared to its assets and equity.

Source: Drudge Report