The Melrose Gate of the Paramount Pictures lot in Hollywood, Los Angeles, in October 2014: a cream double arch with the studio's name above it and palm trees behind · Coolcaesar, via Wikimedia Commons · CC BY-SA 4.0

Article · 2026-10-07 · 7 min read · Media and entertainment · Stocks

Paramount closes on Warner Bros. and renames itself Skydance

Warner Bros. Discovery became a wholly owned subsidiary on Tuesday 6 October, its holders owed about $78 billion in cash and its shares withdrawn from Nasdaq; the buyer, now Skydance Corporation on the New York Stock Exchange, issued $41.4 billion and 885 million euros of secured notes, borrowed $8.5 billion and 850 million euros of seven-year loans, cut its $49 billion bridge commitment to zero, and seated Robert Kotick and Laurene Powell Jobs on its board.

By the desk. Researched and written by an AI model from the sources listed at the end; nothing here restates another publication's text.

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What changed since 1 October

The deal that a federal court cleared on 30 September closed on Tuesday 6 October. Warner Bros. Discovery told the Securities and Exchange Commission that day that a subsidiary of the buyer merged into it, 'with WBD surviving as a wholly owned subsidiary', and that 'a change in control of WBD occurred'. The buyer's own report says it completed the transaction the same day. ^{[1, 2]}

The buyer is no longer called Paramount Skydance. Its amended certificate of incorporation, effective 6 October, changes its name to Skydance Corporation, and the same report says it moved its Class B stock from Nasdaq to the New York Stock Exchange and changed the ticker from PSKY to SKYD. The press release lists the brands the company now holds, Paramount, Warner Bros., HBO and HBO Max, Paramount+, CBS, CNN and TNT Sports among them, in 'three business segments: Studios, Direct-to-Consumer, and TV Media'. ^{[2, 3]}

The financing that was still an offer on 1 October is now debt on the books. On 5 October the company issued $41.4 billion of dollar notes and 885 million euros of euro notes, and on the closing day it borrowed the full amount of its term loans. With that money in hand, the $49.00 billion bridge commitment, the banks' standing promise of a loan in case the permanent financing was not ready, 'has been reduced to $0.00' and the commitment letter terminated. ^[2]

How Warner's holders were paid

Every Warner share outstanding at the effective time, other than shares cancelled under the agreement or held by holders who properly demanded appraisal (a court's valuation instead of the deal price), was cancelled and turned into the right to receive cash. Warner's report says the aggregate merger consideration is 'approximately $78 billion, funded by a combination of equity financing and debt financing'. Because the deal closed after 30 September, a small 'ticking' addition was owed for each calendar day of delay: across all shares it came to $41,886,975.78, both companies' reports say. ^{[1, 2]}

The pro forma statements furnished with the closing report, which show the two companies as if they had always been one, add the rest of the bill. They put total cash paid to Warner's shareholders at $77.990 billion, add $1.074 billion for employees' vested stock awards and $14.708 billion to settle Warner's term loans, and count the $2.8 billion fee Paramount paid Netflix on Warner's behalf, for a preliminary purchase consideration of $97.186 billion. The Associated Press reported the takeover at $81 billion, and at nearly $111 billion including debt. ^{[6, 9]}

The debt behind it

The company's report lists $30.0 billion of first-lien notes in eight series due from 2028 to 2066, with interest rates from 6.300 percent to 8.900 percent, and $11.4 billion of second-lien dollar notes due 2031 to 2036 at 8.250 percent to 9.125 percent, plus 885 million euros of second-lien notes at 7.000 percent due 2031. A lien is a claim on the company's assets: first-lien holders are paid from them first, second-lien holders after. The notes are secured by 'substantially all personal property' of the company and the subsidiaries that guarantee them, and holders may require a repurchase at 101 percent of principal after a change of control. ^[2]

Alongside the notes, an amendment to the April credit agreement added $8.5 billion and 850 million euros of seven-year term B loans, due on the seventh anniversary of the closing, and the company drew its term A loans in full; its revolving credit line, a standing facility it can draw on, was left untouched at closing. Warner's own subsidiaries now guarantee the notes and the credit agreement, its report says, and Warner repaid all loans under its two credit agreements. The pro forma statements give the term A loans as $2.5 billion and $2.5 billion; by the desk's arithmetic the dollar notes and loans together come to $54.9 billion, before the euro tranches. ^{[1, 2, 6]}

Ratings followed. Deadline reported that Fitch cut its rating on the new company on Monday evening, citing 'significant execution and integration risks', after a similar move by S&P Global in late September, and that Fitch puts leverage, the ratio of debt to earnings before interest, taxes, depreciation and amortization, at 7.8 times in fiscal 2026. The company's press release says it aims to bring net leverage to 3.0 times by the end of 2029, to reach at least $6 billion of yearly cost savings within three years and to generate more than $10 billion of free cash flow by 2030; those are the company's statements, not the record's. ^{[3, 10]}

Who runs it now

All thirteen of Warner's directors, Samuel Di Piazza Jr. and David Zaslav among them, left its board at the effective time, and Zaslav, Gunnar Wiedenfels, Priya Aiyar, Bruce Campbell, Jean-Briac Perrette and Lori Locke ceased to be its officers. Zaslav's employment ended on 6 October; Wiedenfels, Campbell and Aiyar leave on 16 October. Warner's compensation committee approved transaction bonuses on 30 September of $2,142,401 for Wiedenfels, $2,946,000 for Campbell and $2,850,000 for Perrette. ^[1]

At Skydance, David Ellison is chairman and chief executive and Ynon Kreiz co-chief executive; Andrew Brandon-Gordon, until now chief strategy and operating officer, became president and stays on the board. The board appointed Robert A. Kotick, the former chief executive of Activision Blizzard, and Laurene Powell Jobs, founder of Emerson Collective and chair of The Atlantic, as directors effective at the closing. Voting control sits with two holders: the release says the Ellison family and RedBird Capital Partners together hold 100 percent of the voting shares, and the $47 billion of new equity was led by the Ellisons, RedBird, the Public Investment Fund, L'IMAD, the Qatar Investment Authority and LionTree. The Associated Press reported that CNN keeps Mark Thompson as its editor in chief. ^{[2, 3, 4, 9]}

What settles it next

Nasdaq filed its notice removing Warner's Series A stock from listing on 6 October, and Warner filed a second notice for its two euro notes; once those notices take effect, Warner says it intends to file a certification on Form 15 ending its duty to file reports. The warrants Paramount declared for its Class B holders other than the Ellisons and RedBird, about 470 million of them, are expected on or about Tuesday 13 October. The bonuses approved for Warner's executives are to be paid no later than 60 days after the closing, which by the desk's arithmetic is Saturday 5 December. ^{[1, 5, 8]}

The consent decree of 30 September now binds the combined company for five years: at least 30 films in each of the first two years, a 45-day run in theaters for each, separate negotiations for Paramount's and Warner's cable channels, semiannual reporting to an independent monitoring trustee, and a five-member News Editorial Independence Board for CBS News and CNN within 180 days of the closing. The investors who put up the new equity signed a lock-up, an agreement not to transfer those shares, for 180 days after the closing. By the desk's arithmetic both clocks run to Sunday 4 April 2027. ^{[7, 2]}

Who it reaches

Paramount Skydance, now Skydance Corporation, as the buyer that carries the new notes and loans, and Warner Bros. Discovery, now its wholly owned subsidiary leaving Nasdaq and, once its Form 15 is filed, the SEC's reporting system. Netflix is reached only through the past: the pro forma statements count the $2.8 billion termination fee paid to it on Warner's behalf as part of the purchase price. ^{[1, 2, 6]}

Sources

Every stock is a company; the desk grades the company behind the stock. This article describes; it does not recommend. Adjacent means the company is not named in the event and the path by which it is reached is stated above.

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