Paramount disclosed Thursday it extended its tender offer deadline for Warner Bros. Discovery shares to April 15, buying three additional weeks to marshal shareholder support for what would be a $38 billion combination of two debt-laden studio operations. The filing landed hours before Paramount Skydance launched a Delaware suit against WBD's board, alleging breach of fiduciary duty in its refusal to engage. David Ellison is not pivoting.
The original March 25 deadline drew tepid early response from WBD shareholders, according to two people familiar with preliminary tallies. Paramount now has until mid-April to convert skepticism into committed tenders, a window that coincides with WBD's April 8 quarterly earnings call and an April 10 board meeting where governance proposals are expected. The extension also pushes past the March 31 maturity of a $1.2 billion revolving credit facility at WBD, a detail Paramount's advisors have circulated in private investor calls as evidence of balance sheet strain.
The lawsuit, filed in Delaware Chancery Court, names WBD's ten-member board and alleges the directors erected "defensive measures without shareholder consent" after Paramount's February 18 offer. Specifically, Paramount claims WBD adopted a poison pill structure through accelerated vesting of executive equity and pre-negotiated severance packages totaling $340 million, moves disclosed in a March 4 proxy supplement. The suit seeks an injunction blocking those payments and a declaration that WBD's board must permit a shareholder vote on the Paramount bid by May 15. Discovery of internal board communications is expected within ten days.
This matters because Paramount is testing whether a tender offer can succeed without target cooperation when both companies carry legacy debt and declining linear revenues. WBD holds $41 billion in net debt, Paramount $14 billion. Combined interest expense would exceed $3.8 billion annually at current rates, against projected free cash flow of $5 billion in the transaction's first full year, per Paramount's February investor presentation. The arithmetic is tight. If Paramount cannot secure board negotiation, it must convince holders of 51 percent of WBD shares to tender into an all-stock deal with minimal premium—WBD closed Thursday at $7.42, and Paramount's offer values each share at $7.68 in Paramount stock, a 3.5 percent spread that has since narrowed.
The proxy machinery is now engaged on both sides. Institutional Shareholder Services, which advises on $4 trillion in proxy votes, is expected to release its recommendation by March 28. WBD has retained Innisfree M&A, Paramount has Morrow Sodali. Glass Lewis, the second-largest advisory firm, typically follows ISS within 48 hours. Three WBD board seats are up for election at the company's June annual meeting, and Paramount has not yet filed a competing slate, though securities filings show it has interviewed four potential nominees. Whether Ellison moves to a full proxy contest or holds the lawsuit as a negotiating lever will clarify by the first week of April.
Watch WBD's April 8 earnings call for any comment on the litigation or capital structure, and April 10 for board meeting readouts. Paramount's tender agent, Computershare, will release preliminary tallies around April 7 if early momentum shifts. The Delaware suit's preliminary injunction hearing is docketed for April 3. If Paramount fails to reach 35 percent tendered shares by mid-April, Ellison's next move is either a raised bid or a negotiated breakup fee to exit cleanly.
The clock is now April 15. Every basis point of the spread and every board seat becomes a negotiation in public.
The takeaway
Ellison bought three weeks and filed suit; the tender math is tight, the proxy is live, and April 8-15 will decide if this goes hostile or dies.
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