Key Points from Board’s Recommendation:
• Equity Backstop: The equity portion is supported by a revocable trust, not directly by the Ellison family.
• Regulatory Consideration: Board expects all proposed transactions to secure U.S. and foreign approvals; differences in regulatory risk are deemed immaterial.
• Incremental Costs: WBD shareholders would face an estimated $1.66/share in additional costs, including:
• $2.8B NFLX termination fee
• $1.5B financing costs from not completing the planned debt exchange
• Offer Flexibility: PSKY can amend or terminate its proposal at any time prior to closing; it is not a binding merger agreement
• Synergy Concerns: PSKY’s projected $9B synergies from combining Paramount/Skydance with WBD are viewed as operationally ambitious and potentially detrimental to Hollywood.
• The Board projects gross leverage of 6.8x under the PSKY deal.
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The EC’s Autumn projections are the first to account for the anticipated expansion of German fiscal spending. The EC projects the German budget deficit at 3.1% GDP in 2025, 4.0% in 2026 and 3.8% in 2027. In the Spring, the EC projected the 2025 German deficit at 2.7% and 2026 at 2.9%. On a cyclically adjusted primary basis (to better account for actual fiscal impulses), the EC projects a 1.2pp impulse (versus potential GDP) in 2026 and a 0.2pp impulse in 2027. The 2026 impulse is the joint largest across the largest 11 Eurozone countries.
