Paramount Warner Bros Merger Terms and Financing
Paramount Warner Bros merger terms in a Sept. 28 Form 8-K set $31.00 per share, ticking consideration and planned notes financing, informing arbitrage.
KEY TAKEAWAYS
- Form 8-K sets $31.00 cash per WBD share plus daily ticking consideration.
- Ticking consideration equals $0.00277778 per day after Sept. 30, 2026, capped $0.25 per 90 days.
- Paramount estimated $78.0 billion pro forma cash consideration using an Oct. 6, 2026 assumed close.
HIGH POTENTIAL TRADES SENT DIRECTLY TO YOUR INBOX
Add your email to receive our free daily newsletter. No spam, unsubscribe anytime.
Paramount Skydance Corporation filed a Form 8-K on Sept. 28, 2026, detailing the Paramount Warner Bros merger’s per-share cash price, planned notes financing, and assumptions on timing and closing mechanics.
Deal Pricing and Mechanics
Paramount Skydance Corporation, Warner Bros. Discovery Inc. and Prince Sub Inc. signed a merger agreement on Feb. 27, 2026, under which Prince Sub, a wholly owned Paramount subsidiary, will merge into Warner Bros. Discovery (WBD). WBD will survive as a wholly owned Paramount subsidiary.
The filing sets cash consideration at $31.00 per WBD common share, without interest. It includes a daily ticking consideration of $0.00277778 multiplied by the number of calendar days after Sept. 30, 2026, capped at $0.25 per 90-calendar-day period.
Paramount estimated total cash consideration payable to WBD common shareholders at $78.0 billion, based on shares outstanding as of July 23, 2026, and an assumed closing date of Oct. 6, 2026. The company described this figure as a pro forma estimate, not confirmation of the final transaction value.
The filing states, "The actual closing date of the Acquisition is uncertain."
Financing and Closing Timetable
Paramount announced on Sept. 28, 2026, its intent to offer approximately $44.4 billion of senior secured notes to finance the acquisition and repay certain existing debt. The notes offering remains subject to market and other conditions.
The company plans to fund the acquisition using proceeds from the proposed notes, cash on hand, previously announced term-loan financing, and equity financing. The notes offering is not a condition to closing.
Paramount extended related debt tender and exchange offers to 5:00 p.m. New York City time on Oct. 6, 2026, the assumed closing date. Settlement is expected promptly after expiration and coordinated with the acquisition closing.
The acquisition remains subject to customary closing conditions, including the absence of any government order enjoining the transaction.
"The actual closing date of the Acquisition is uncertain," the filing confirms.
