Paramount Skydance launches $44.4B note offerings to fund $78B Warner Bros. Discovery acquisition

Paramount Skydance Corp

Paramount Skydance intends to offer approx. $44.4B of USD senior secured first lien and USD/euro senior secured second lien notes; proceeds fund the WBD purchase and repay existing debt.
WBD holders get $31.00/share cash plus Ticking Consideration of $0.00277778/day after Sept 30, 2026, capped at $0.25 per 90 days; total consideration estimated at $78.0B.
Merger agreement signed Feb 27, 2026; pro forma assumes an Oct 6, 2026 close, with about $1.1B more for vested WBD equity awards.
Equity package: up to $46.7B from Lawrence J. Ellison Revocable Trust affiliates plus $250M from RedBird Capital Fund IV; PIPE priced at 20-day VWAP, floor $12.00, ceiling $16.02 per share.
Equity syndication allocated across affiliates of the Equity Investors, The Public Investment Fund, Abu Dhabi's L'Imad 1st SPV 2, Qatar's QIA TMT Holding and LionTree Investment Fund.

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