Dexter Monroe LLC
Wisconsin 53216
EIN: 88-2572661
March 2, 2026
Mr. David Zaslav,
CEO, Warner Bros. Discovery
Mr. David Ellison, CEO,
Paramount Skydance
230 Park Avenue South New York City, New York
SUBJECT: Letter of Intent to Purchase Assets Related to the Turner Classic Movies
Dear Mr. Zaslav and Mr. Ellison,
This Letter of Intent (LOI) formally outlines the proposed terms, conditions, and operational parameters under which Dexter Monroe LLC (“Buyer”) offer.
Definition of Assets The primary assets included in this comprehensive acquisition offer (collectively referred to as the “Assets”) are structured into three distinct tiers. First, The Documentary and Film Archive, which includes all rights, title, and interest—encompassing all global streaming, linear broadcast, theatrical distribution, master files, raw footage, and intellectual property—for the Turner Classic Movies catalog. This specifically includes the pre-May 1986 MGM library, the pre-1950 Warner Bros. library, and the RKO Radio film library currently held under the Turner Entertainment Co. umbrella.
Article I: Purchase Price and Consideration In consideration for the absolute transfer of the Assets, the Buyer shall pay the Seller a total purchase price of $250,000,000 USD.
Article II: Conditions of Purchase and Due Diligence This financial offer is strictly contingent upon the Buyer's satisfactory completion of a rigorous due diligence period, not to exceed 45 days from the formal acceptance of this LOI. A critical, non-negotiable component of this due diligence is the formal definition, verification, and technical auditing of the Assets to ensure they perfectly meet the parameters required for digital sovereignty integration. This will require the Seller to provide a detailed schedule precisely defining the technical specifications of the "First Proof," including storage protocols and an unbroken chain of title verifying full ownership devoid of outstanding union, guild, or creator residuals that would legally impede algorithmic ingestion. Furthermore, the Seller must provide a detailed legal and technical draft of the "20-Year Warranty," stating all terms, coverage limitations, exclusions, and claim mechanisms defending the catalog against unauthorized Large Language Model scraping or derivative synthetic media generation by external corporate parties. Finally, a full and complete review of all documentary masters, associated raw footage, existing clip licensing agreements managed by third parties such as Filmbank Distributors Ltd., and all rights/release documentation must be facilitated.
Article III: Definitive Agreement and Legal Perfection Upon the satisfactory completion of the due diligence protocols outlined in Article II, both parties agree to negotiate in absolute good faith to rapidly execute a Definitive Purchase Agreement (DPA). This DPA will act as a binding legal contract that fully supersedes this LOI, containing standard representations, warranties, and other provisions customary for a transaction of this nature, specifically tailored to the rapid divestiture of non-core linear assets during a major corporate merger and consolidation phase.
We look forward to your positive response and the rapid, successful completion of this historic transaction.
Sincerely,
Dexter Monroe LLC