PSKY Paramount Skydance Corp

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Executive Summary

Paramount Skydance Corp (PSKY) disclosed its full acquisition financing plan for the $77.7B Warner Bros. Discovery (WBD) acquisition, including tender offers for up to $2.4B in WBD notes, exchange offers for up to $12.8B in WBD notes into new PSKY second-lien secured notes, and committed $49B bridge facility. The company also communicated a commitment to delever and disclosed expected synergies of over $6 billion. The filing provides unaudited pro forma financials showing the combined entity would have $191B in assets, $16.1B in quarterly revenue, and pro forma net losses attributable to Paramount of $(966M) and $(4.1B) for the three months and year ended, respectively.

Actionable Insight

Key Facts

• Total cash consideration to WBD common stockholders estimated at $77.7 billion (based on 2.511B shares at $31.00 each, plus ticking consideration up to $0.25 per 90-day period).
• Paramount launched tender offers for up to $2.4B (principal) of WBD notes and exchange offers for up to $12.8B (principal) of WBD notes into new second-lien secured notes of PSKY.
• Committed financing includes $46.95B PIPE equity (at $12/share floor), $49B bridge facility, $2.5B 3-year Term A-1, $2.5B 5-year Term A-2, and $5B revolving credit facility.
• Paramount expects over $6 billion in run-rate synergies, with 30% achieved by year 1 after close and full run-rate by year 3.
• Paramount committed to delever below 3.75x net debt/EBITDA by FY2028 and below 3.0x by FY2029.
• Pro forma combined assets of $191.1B, pro forma total debt of ~$79.2B (current portion $50.5B, long-term $28.7B).
• Pro forma Q1 2026 net loss attributable to Paramount of $(966M) and pro forma FY2025 net loss of $(4.11B).
• Paramount paid a $2.8B termination fee to Netflix to clear the path for the WBD acquisition.

Financial Impact

Transaction valued at $77.7B cash to WBD shareholders, financed with $46.95B PIPE equity and ~$54B in new debt, creating a combined entity with $191B in assets and $79B in pro forma debt.

Risk Factors

• Regulatory approval risk — the acquisition requires antitrust clearances and is not subject to a financing condition, but regulatory hurdles remain.
• Massive share dilution — up to 3.9B new Class B shares issued at the $12 floor, massively diluting existing holders.
• Pro forma net losses of $(966M) Q1 and $(4.1B) FY2025 with high interest expense ($1.9B Q1) from debt financing.
• Integration risk — combining Paramount Global, Skydance, and WBD into one entity with $6B+ synergy target carries operational and cultural integration challenges.
• Ticking consideration and market conditions could increase total cash consideration beyond $77.7B.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status

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