Paramount Skydance Corp 8K

Paramount Skydance Corporation provided pro forma financial statements and detailed terms and financing for its planned $97 billion cash acquisition of Warner Bros. Discovery Inc., including equity PIPEs, large new secured debt facilities, and related exchange and tender offers, with Paramount as the accounting acquirer.

Paramount Skydance Corporation filed unaudited pro forma condensed combined financial statements in connection with its pending acquisition of Warner Bros. Discovery Inc. under a February 27, 2026 merger agreement, pursuant to which a Paramount subsidiary will merge with WBD in a cash transaction valuing WBD common stock at $31.00 per share plus potential ticking consideration and an estimated $77.8 billion of cash consideration to shareholders (excluding equity awards), with total preliminary purchase consideration of approximately $97.3 billion including repayment of WBD’s $15 billion bridge facility and a $2.8 billion Netflix termination fee. The filing details the expected ASC 805 purchase accounting with Paramount as the accounting acquirer, the treatment and cash-out/assumption of WBD equity-based awards, and extensive acquisition financing arrangements, including up to $46.95 billion of equity PIPE commitments (largely syndicated from entities affiliated with the Lawrence J. Ellison Revocable Trust and RedBird to sovereign and institutional investors) and up to $56.9 billion of new secured credit facilities and capital markets debt, alongside exchange and tender offers to refinance or replace WBD’s existing notes. The report also incorporates and illustrates the completed 2025 Skydance and NAI transactions through which the Ellison family obtained ultimate control of Paramount, and presents pro forma balance sheet and income statement information for 2025 and the quarter ended March 31, 2026, assuming consummation of the WBD acquisition and related financing, while cautioning that final purchase price allocation, financing terms, and potential synergies may differ materially from the assumptions used.

Filing Facts

CIK

2041610

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-089245

Alert Tier

8