Building a stronger Hollywood

• Paramount has launched an all-cash tender offer to acquire all outstanding shares of Warner Bros. Discovery (“WBD”) for $30.00 per share. We believe our offer provides superior value through a simple all-cash structure and a quicker, clearer path to completion than the transaction that WBD agreed to with Netflix. It is not too late to get the benefits of Paramount’s offer if you act now. By tendering your shares, you are registering your view with the WBD Board of Directors that Paramount’s offer is superior to the Netflix transaction.

• If you are the record holder of your shares:
  
  • Mail the following to Equiniti Trust Company, LLC, which is acting as depositary in the offer, at one of the addresses specified in the Letter of Transmittal:
    
    • the certificates representing your shares;
    • a completed Letter of Transmittal; and
    • any other documents required by the Letter of Transmittal.
  • The mailing must occur by 5:00 p.m., New York City time, on January 21, 2026 (unless further extended by Paramount).
• If you hold your shares in street name (i.e., through a broker, dealer, commercial bank, trust company or other nominee (a “Broker”)):
  
  • Request that your Broker effect the transaction for you.
  • Each such Broker will detail the process in its communication to you about the offer.
• Contact Okapi Partners LLC (“Okapi”), our information agent, at the number or email set forth below for assistance with tendering your shares or with any other specific questions about the offer.
• For detailed instructions on procedures for tendering your shares, please see the section of the Offer to Purchase entitled “The Offer–Section 3–Procedure for Tendering Shares,” which can be accessed here.  A form of the Letter of Transmittal is filed as an exhibit to the Schedule TO-T filed by Paramount with the SEC, which form can be accessed here.

• The sooner you tender your shares the better. The tender offer is scheduled to expire at 5:00 p.m., New York City time, on January 21, 2026, which date may be extended by Paramount.

• Yes. You may withdraw your previously tendered shares at any time before the expiration date.  Generally, following the expiration, all tendered shares are irrevocable.  However, if Paramount has not accepted the shares tendered for payment pursuant to the offer by February 9, 2026 (the first business day after the 60th day following commencement of the tender offer), you may also withdraw your previously tendered shares after such date (i.e., on or after February 10, 2026). For additional information on the limitations to and procedures for withdrawing your shares, please see the section of the Offer to Purchase entitled “The Offer–Section 4–Withdrawal Rights,” which can be accessed here.

• You may direct questions and requests for assistance to Okapi. Banks and brokerage firms can call (212) 297-0720, and shareholders and all others can call toll-free (844) 343-2621. They can also be reached via email at [email protected].

• Larry Ellison’s Trust holds substantially all of Mr. Ellison’s assets, including 1.158 billion shares of Oracle Corporation (approximate value on 12/9/25 of $257 billion).
• The Trust was formed in 1988 and, along with its many wholly owned subsidiaries, has engaged in many thousands of transactions since that time, with no intention to change the way it does business.
• The Trust has participated in multiple large-scale transactions and has been vetted by public companies and most of the largest banks in the US.
  
  • By way of example, the Trust backstopped a multi-billion-dollar equity investment to fund Skydance’s acquisition of Paramount and funded a $1 billion investment in Twitter’s take-private (which was advised by Wachtell, Lipton, Rosen & Katz, WBD’s legal counsel).
  • The Trust has direct banking relationships with each of the four largest US banks and six of the top ten US banks (as measured by total assets).
  • Paramount has published records confirming that the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and that all material liabilities of the Ellison family trust are publicly disclosed.
• Mr. Ellison has agreed not to revoke the Ellison family trust (which has been operating for nearly 40 years as a counterparty to numerous transactions) or adversely transfer its assets during the pendency of the transaction.

• Yes, the Trust submitted an equity backstop for $40.4 billion dollars.
• The paperwork submitted in the bid for WBD represents a completely customary and enforceable equity financing commitment and is identical in all material respects to the equity financing terms in the Paramount/Skydance transaction and other large leveraged buyouts (e.g., Twitter).  
• Larry Ellison has also agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount.  
• Mr. Ellison has agreed not to revoke the Ellison family trust (which has been operating for nearly 40 years as a counterparty to numerous transactions) or adversely transfer its assets during the pendency of the transaction.
• Paramount has published records confirming that the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and that all material liabilities of the Ellison family trust are publicly disclosed.

• Yes, Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount.  
• Mr. Ellison has agreed not to revoke the Ellison family trust (which has been operating for nearly 40 years as a counterparty to numerous transactions) or adversely transfer its assets during the pendency of the transaction.
• Paramount has published records confirming that the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and that all material liabilities of the Ellison family trust are publicly disclosed.

• There are several compelling reasons why Discovery Global should trade at a discount to Versant. First and foremost, Discovery Global will likely be significantly more leveraged. In addition, Discovery Global’s financial performance lags Versant on both a historical and projected basis, likely as a result of its less attractive portfolio, as detailed below:

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¹ Reflects target net leverage (1.25x) per Versant Investor Day Presentation (December 2025).

² Based on midpoint of Versant Management guidance for 2026E revenue ($6.15 - $6.40 billion), per Versant Investor Day Presentation (December 2025).

³ Reflects total WBD, per Versant Investor Day Presentation (December 2025).

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• We are very focused on maintaining the creative engines of the combined company.
• Our synergies estimate is driven by duplicative operations across all aspects of the business – specifically, back office, finance, corporate, legal, technology, infrastructure and real estate.
• Our content savings estimate reflects only a <10% reduction of combined spend, none of which is derived from film/TV studios. As we have mentioned several times, we do not plan to reduce theatrical output – we intend to grow our slate to over 30 films each year. Instead, we expect to make smarter decisions about licensing across linear networks and streaming.
• On a combined basis, we still expect to lead the industry in content spending (~$35 billion annually vs. Netflix’s publicly announced expectation of ~$18 billion for 2025).‍
• It is important to note that context matters. Because it is only buying part of WBD, Netflix’s $2-3 billion announced synergy target in its transaction does not include any savings from Global Networks – WBD’s largest segment by SG&A in 2024 ($2.8 billion, vs. $2.4 billion in Studios and $2.2 billion in Streaming). The suggestion that Paramount’s plan relies on deeper job cuts than Netflix’s is not supported by any facts.

• Paramount’s offer not only delivers greater value and certainty, but also a much shorter and more certain path to completion. To underscore our confidence, we have already filed for Hart-Scott-Rodino approval in the United States and announced the case to the European Commission and the UK CMA, opening the path to pre-notification discussions.
• In contrast, we believe Netflix faces a long road through multiple protracted regulatory reviews across the globe, as its anticompetitive proposed transaction would entrench its dominance with an over 40% combined share of global Subscription Video on Demand subscribers, amongst other issues.

• No. Total TV viewing time is not a relevant metric from an antitrust perspective. Viewing time is relevant in an ad-driven market. But Netflix generates less than 10% of its revenue from ads. Its real business is video streaming subscriptions. That is what defines its market and where antitrust regulators will focus.
• Within the subscription market, consumers choose between Netflix, Amazon+, Disney+, Paramount+, Apple TV, and HBO Max, among others. Those are substitutable services all offering premium, long-form TV and films. The competition between these services keeps Netflix from raising its prices too high and keeps Netflix paying fair prices to creators and talent for new TV and film projects.
• YouTube's short-form, user-generated videos are undoubtedly popular, as are TikTok, Instagram, X, Snapchat, Twitch and video games. But those are not substitutable services for Netflix. They don’t impose price discipline on Netflix, they don’t compete to buy TV shows and films against Netflix, and this means that they aren’t relevant to an antitrust review of a Netflix acquisition of WBD.
• A combined Netflix-WBD would so dominate subscription streaming that it would gain the market power to raise prices with little or no fear of losing subscribers, while underpaying creators and talent with little or no fear of those projects going to competitor services. That’s exactly the kind of harm antitrust law guards against, which is why we expect regulators in the US and elsewhere will block the proposed deal were it to move forward.

• Paramount’s analysis values Discovery Global at $0.00-0.50 per share. This assumes a forward EBITDA multiple of 3.8x, in-line with Versant’s trading multiple⁴ on January 7th, and $3.9 billion of next twelve months EBITDA for Discovery Global as of the estimated spin completion date (Q3 2026). This EBITDA is based on Wall Street consensus estimates and includes the allocation of 50% of WBD’s unallocated Corporate / Eliminations and stock-based compensation expenses. This assumption is based on the guidance provided by WBD CFO Gunnar Wiedenfels when WBD announced its separation, on June 9, that Discovery Global should account for approximately 50% of WBD’s consolidated corporate overhead expense; we have assumed the same applies for stock-based compensation. While this results in a fundamental value for Discovery Global of $0.00 per share, for illustrative purposes, we acknowledge the theoretical possibility that Discovery Global could trade with up to ~$0.50 per share of embedded M&A option value.

• While Discovery Global would have no equity value if the company trades in-line with Versant, there are in fact several compelling reasons why it should trade at a discount to Versant. First and foremost, Discovery Global will likely be significantly more leveraged. In addition, Discovery Global’s financial performance lags Versant on both a historical and projected basis, likely as a result of its less attractive portfolio.

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⁴ Based on Versant share price of $33.27 and enterprise value of $7.2 billion as of market close on January 7, 2026. Reflects Versant trading multiple based on midpoint of Versant Management guidance for 2026E EBITDA ($1.85 - $2.00 billion).

⁵ Based on $30.4bn of WBD consolidated net debt (including $1.3bn of noncontrolling interests and net of $1.1bn of investments) as of Q3’25, less $4.6bn of estimated WBD free cash flow generation over Q4’25 – Q3’26, per consensus, less $10.7bn of net debt assumed to be allocated to Netflix, per WBD/Netflix merger presentation.

• First of all, our priority is to build a vibrant, healthy business and industry – one that supports Hollywood and creatives, benefits consumers, encourages competition, and strengthens the overall job market. While some redundancies may occur, they are not the driving force behind our efficiency efforts.
• If you look at the Paramount/Skydance merger, the vast majority of synergies have been achieved through operational efficiencies, not layoffs – by eliminating backend functions, consolidating systems, optimizing real estate holdings, and improving front-end workflows. We anticipate this will be the same if we combine with Warner Bros. Discovery.  
• Our content savings estimate reflects only a <10% reduction of combined spend, none of which is derived from film/TV studios. As we have mentioned several times, we do not plan to reduce theatrical output – we intend to grow our combined (Paramount/WBD) slate to over 30 films each year. Instead, we expect to make smarter decisions about licensing across linear networks and streaming. On a combined basis, we still expect to lead the industry in content spending (~$35 billion annually vs. Netflix’s publicly announced expectation of ~$18 billion for 2025).
• Further, it is important to note that context matters. Because it is only buying part of WBD, Netflix’s $2-3 billion announced synergy target in its transaction does not include any savings from Discovery Global – WBD’s largest segment by SG&A in 2024 ($2.8 billion, vs. $2.4 billion in Studios and $2.2 billion in Streaming). The suggestion that Paramount’s plan relies on deeper job cuts than Netflix’s is not supported by any facts.

• Paramount’s offer is not subject to any financing condition and will be financed by $41 billion of new committed equity backstopped by the Ellison Family Trust and RedBird Capital Partners, as well as $54 billion of debt commitments from Bank of America, Citibank, and Apollo.
• The equity backstop – an underwriting structure ubiquitous in finance – guarantees the financing is available at closing because it is backed by more than $250 billion of assets in Larry Ellison’s trust.
• Larry Ellison has also agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount.
• The Ellison family trust, which contains over $250 billion of assets (more than 6x the equity funding commitment) including approximately 1.16 billion Oracle shares and tens of billions of dollars in other assets. This information is publicly available; and, notably, the trust has been a counterparty in other completed public company transactions including for Twitter, which involved one of WBD’s advisors. In fact, the equity commitment papers submitted to WBD were identical in all material respects to commitments that the advisors to WBD had agreed to in other large transactions such as Twitter and Electronic Arts.