Warner Bros. shareholders have approved the $110 billion merger with Paramount in a major milestone, according to a preliminary tally from a special meeting held on Thursday.

Shareholders of record as of March 20 were eligible to vote. Warner Bros. had 2.51 billion outstanding shares as of the record date. Full voting results will be disclosed in an upcoming 8-K filing.

Key Terms of the $110 Billion Deal

Under the agreement, Warner Bros. Discovery (WBD) shareholders will receive $31 per share in cash for each share of WBD common stock, representing a 147% premium over the unaffected stock price of $12.54 per share.

Funding Breakdown and Financial Backing

The transaction is backed by a $47 billion equity commitment, including contributions from:

  • Three Middle Eastern sovereign wealth funds
  • LionTree Investment Fund

These investors will have no board seats or governance rights. The equity financing is further supported by the Ellison family and RedBird Capital Partners.

Additionally, the deal includes $54 billion in debt commitments from major financial institutions:

  • Bank of America
  • Citigroup
  • Apollo

Timeline and Regulatory Path

The merger is anticipated to close by the third quarter of 2024, with executives suggesting a potential July completion if regulatory approval is secured promptly.

If the deal does not close by September 30, WBD shareholders will receive a 25-cent per share quarterly fee until completion. In the event of a regulatory blockage preventing the merger, Paramount will pay WBD a $7 billion termination fee.

Source: The Wrap