Paramount Skydance launches about $44.4 billion notes to help fund WBD deal

Paramount Skydance put a large permanent-financing package in motion Monday, saying it intends to offer approximately $44.4 billion of senior secured notes tied to its planned purchase of Warner Bros. Discovery.

In an 8-K and press release, the company said the package would include U.S. dollar-denominated senior secured first lien notes and U.S. dollar- and euro-denominated senior secured second lien notes, offered to qualified institutional buyers under Rule 144A and outside the United States under Regulation S. Consummation is subject to market and other conditions. Paramount Skydance Class B shares most recently closed Friday at $9.96, down about 2.2% on the day and down roughly 24.4% year to date.

The company said it intends to use net proceeds from the notes, together with cash on hand, borrowings under previously announced term loan financings, and net proceeds from previously announced equity financing, among other things to finance the WBD purchase price and repay certain existing debt. It cautioned that note terms—including principal amounts, interest rates, currencies, and maturities—and the acquisition itself remain subject to significant conditions, with no assurance any of the transactions will close on anticipated terms or timing, or at all. Closing the notes offerings is not a condition to closing the acquisition.

The notes and related guarantees are being offered under an exemption from Securities Act registration and will not be registered; they may not be offered or sold in the United States absent registration or an applicable exemption. The 8-K also furnished unaudited pro forma condensed combined financial information as Exhibit 99.2 for Regulation FD purposes in connection with the offerings.

By the numbers

• Intended notes aggregate principal: about $44.4 billion
• Structure: senior secured first lien (USD) and senior secured second lien (USD and euro)
• Use of proceeds (with cash, term loans, equity financing): WBD purchase price and certain debt repayment
• PSKY Friday close: $9.96 (−2.2% that session; −24.4% YTD)

Sources

1. Paramount Skydance Corporation Form 8-K (Items 7.01, 9.01), accepted September 28, 2026 8:19:48 a.m. ET, accession 0001104659-26-111174
2. Paramount Skydance Corporation Form 8-K Exhibit 99.1 press release, September 28, 2026

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