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Paramount Skydance (PSKY) jumped roughly 4% after launching a record $44.4 billion senior secured notes offering to fund its $110 billion acquisition of Warner Bros. Discovery (WBD).
- PSKY gained approximately 4% as Paramount Skydance launched a $44.4B senior secured notes offering on September 28, 2026.
- The multi-tranche deal includes U.S. dollar and euro first- and second-lien notes, offered under Rule 144A and Regulation S.
- Proceeds, combined with a $7.5B term loan launched days earlier, will fund the WBD purchase price and refinance existing debt.
Lead
Paramount Skydance Corporation (NASDAQ: PSKY) rose approximately 4% in Monday trading after the newly combined media group announced plans to launch roughly $44.4 billion in aggregate principal of U.S. dollar- and euro-denominated senior secured notes - one of the largest debt packages in media history - to finance its pending $110 billion takeover of Warner Bros. Discovery (NASDAQ: WBD). The announcement, made September 28, 2026, came days after the company priced a separate $7.5 billion leveraged term loan, accelerating debt syndication ahead of an imminent deal close.
What Does the $44.4B Notes Package Include?
The offering comprises two distinct lien structures: U.S. dollar-denominated senior secured first lien notes, which carry registration rights, and U.S. dollar- and euro-denominated senior secured second lien notes. Both tranches are being marketed to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S of the Securities Act of 1933. Final principal amounts, interest rates, currency allocations, and maturities remain subject to market conditions and have not been set. Separately, on September 24, Paramount Skydance launched a $7.5 billion cross-border term loan B, split between a $6.5 billion U.S. dollar tranche and a $1 billion euro-equivalent piece, priced at Secured Overnight Financing Rate plus 275-300 basis points with a 0% floor and an original issue discount of 99.5.
Why Is the Debt Package This Large?
The $44.4 billion notes offering, together with the term loan and previously committed bridge facilities, is sized to absorb the full cost structure of a deal that was initially supported by $54 billion in committed bridge term loan financing at announcement. The net proceeds will fund the WBD acquisition price and refinance a portion of Warner Bros. Discovery's existing obligations, including roughly $15 billion in legacy WBD debt earmarked for payoff. The scale of the capital raise reflects the ambition of the transaction: combining Paramount Skydance with WBD would create an entertainment entity with content libraries spanning CBS, MTV, Paramount+, HBO, Max, Warner Bros., and CNN under a single corporate structure.
Deal Background and Regulatory Clearance
Paramount Skydance and Warner Bros. Discovery announced the definitive merger agreement on February 27, 2026, at an implied enterprise value of approximately $110 billion. The deal faced sustained scrutiny from a dozen U.S. state attorneys general and opposition from the Writers Guild of America over concerns about consolidation in content production and news independence. A final settlement with all 12 states - which included commitments around CNN editorial independence and minimum theatrical release requirements - removed the last structural barrier to close, triggering the equity rally earlier in the week. CEO David Ellison has indicated he expects the transaction to close within approximately two weeks of that settlement, with a September 30 deadline that triggers daily fee obligations to WBD shareholders if the timeline slips.How Does This Reshape the Media Landscape?
The combined entity, if it closes as structured, would rank among the world's largest content-and-distribution businesses by revenue, competing directly with Netflix, Disney (DIS), and Comcast's (CMCSA) NBCUniversal. The $44.4 billion notes offering - alongside the $7.5 billion term loan - represents the capital markets ratification of that strategic bet, as institutional buyers commit to underwriting a highly leveraged balance sheet on the premise that scale in streaming and studio output can sustain coverage ratios. The deal's total debt load, once all bridge facilities are replaced by permanent financing, is expected to exceed $50 billion, placing integration execution and free cash flow generation at the center of investor scrutiny from day one.
Outlook
Paramount Skydance's decision to move the notes offering on September 28 signals that management and its arranger banks see a clear runway to close. With antitrust conditions satisfied and debt syndication in active execution, the primary outstanding variable is settlement of final documentation and shareholder mechanics. PSKY shares remain sensitive to any timeline shift against the September 30 trigger date, while WBD is trading within 1.4% of the agreed deal price of $31 per share. Post-close, the market's attention will shift immediately to leverage reduction pace, content budget integration, and streaming subscriber trends across the merged platform.
