'$110 Billion Mega Deal' Ahead for Warner, Preparing Acquisition with Bond Restructuring and New Loans

Warner Bros. Discovery, Inc. (WBD) on May 19 launched a consent solicitation with holders of multiple series of senior notes issued by its subsidiaries Discovery Global Holdings and Discovery Communications. The company is seeking approval to extend the maturity of its junior secured exchange notes in line with the merger agreement with Paramount Skydance and to amend the terms of those exchange notes going forward. In parallel, Paramount Skydance has initiated cash‐tender and exchange offers for the same notes, agreeing to bear all bondholder consent fees and related expenses regardless of whether the acquisition closes.

On June 4, WBD also entered into a new senior secured credit facility arranged by JPMorgan as lead arranger, establishing a multicurrency loan and letter‐of‐credit line under a first-lien credit agreement. And on May 26, it executed a third supplemental indenture to incorporate into the indenture the future structure of the junior-lien exchange and an option for cash-alternative payment.

On April 23, WBD shareholders approved Paramount Skydance’s approximately $110 billion (about KRW 150 trillion) acquisition proposal, and the deal remains subject to final regulatory approvals, with closing targeted for the third quarter of 2026. On June 9, the UK Competition and Markets Authority opened a Phase I investigation into the impact of this mega-media combination on competition in the UK, highlighting regulatory risk.

Formed in 2022 by the merger of WarnerMedia and Discovery, Warner Bros. Discovery is a global diversified media group owning film, television and streaming assets such as Warner Bros. Studios and HBO Max. The Paramount Skydance transaction is a landmark deal combining a traditional studio with a streaming platform, signalling a long-term reshaping of competitive dynamics with peers like Disney and Comcast and a broader reorganization of global content production and distribution.