# Paramount Closes Warner Bros. Deal: What the 8-K Filings Show

> Skydance's and WBD's 8-Ks on the closed merger: $31.01666668 a share, about $78 billion to holders, $41.4 billion of new notes and a $47 billion stock sale.

**TL;DR**
- Paramount Skydance completed its acquisition of Warner Bros. Discovery (WBD) on Oct. 6, 2026. The combined company is now called Skydance Corporation, and its Class B shares moved from Nasdaq to the New York Stock Exchange under the ticker SKYD. WBD shares stopped trading on Nasdaq the same day.
- WBD holders get $31.01666668 in cash per share: the $31.00 deal price plus a "ticking" amount for the six days after Sept. 30. WBD's own 8-K puts the total payable to shareholders at "approximately $78 billion."
- The 8-Ks show how it was paid for: $41.4 billion of new dollar notes plus €885 million, an $8.5 billion term loan plus €850 million, and about 3.92 billion new shares sold to investors at $12.00 each, which is $47.0 billion by our arithmetic.

## What happened

Skydance Corporation, formerly Paramount Skydance, said on Oct. 6 that it had completed its acquisition of WBD under a merger agreement dated Feb. 27, 2026. WBD is now a wholly owned subsidiary. The press release filed as Exhibit 99.1 says the combined company brings together two major film studios, two streaming services, CBS, HBO, CBS News, CNN and the companies' cable networks, with "nearly $70 billion in revenue." It says the company is "targeting $6 billion-plus in run-rate synergies over the next three years."

The headline numbers in news coverage differ. CNBC called it a "$110 billion acquisition," valued "on an enterprise basis." The Hollywood Reporter and Ars Technica used $111 billion. CNBC says its figure is on an enterprise basis, a measure that includes debt; The Hollywood Reporter and Ars Technica do not say how their $111 billion is calculated. The 8-K filed by WBD gives a narrower figure: the aggregate merger consideration payable to WBD shareholders, which it puts at "approximately $78 billion."

## What the 8-Ks say

**The price per share.** Each WBD share was converted into $31.00 in cash plus a "Ticking Consideration" of $0.00277778 for each calendar day after Sept. 30, 2026, up to the closing date, according to Skydance's 8-K. The deal closed on Oct. 6, six days later, so the extra amount is $0.01666668, by our arithmetic. The press release states the total as $31.01666668 a share. The 8-K puts the aggregate ticking amount at $41,886,975.78. Dividing that by the per-share amount gives about 2.51 billion shares, and at $31.01666668 each that is about $78 billion, by our arithmetic, matching WBD's own figure.

**New debt.** On Oct. 5, Skydance issued $41.4 billion of senior secured notes in dollars and €885 million in euro notes, according to the 8-K:
- $30.0 billion of first lien notes in eight maturities from 2028 to 2066, with interest rates from 6.300% to 8.900%;
- $11.4 billion of second lien dollar notes due 2031, 2034 and 2036, at 8.250% to 9.125%;
- €885 million of 7.000% second lien notes due 2031.

It also amended its April 7, 2026 credit agreement to add a seven-year "Term B-1" loan of $8.5 billion and €850 million, borrowed in full on the closing date along with previously arranged term A loans. According to the 8-K, that money paid for the merger, some existing debt, and fees and expenses. A revolving credit facility became available, but nothing was drawn on it at closing. With the notes and loans in place, $49.00 billion of bridge loan commitments were terminated.

**New equity.** On the closing date, investors bought 3,917,657,246 Class B shares at $12.00 a share in a private placement, the 8-K says. That is $47.0 billion, by our arithmetic. The rights to buy those shares came from subscription agreements signed on Feb. 27 with the Lawrence J. Ellison Revocable Trust and RedBird Capital Partners, which were then assigned to a group of investors that included entities tied to both and other investors.

<figure class="inline-figure">
<a href="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-1.svg" target="_blank" rel="noopener" title="Open full-size figure"><img src="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-1.svg" alt="Financing items disclosed at closing: $47.0 billion of new shares (our math), $30.0 billion first lien notes, $11.4 billion second lien dollar notes, $8.5 billion Term B-1 loan." width="1200" height="675" loading="lazy" decoding="async" /></a>
<figcaption>Dollar financing items disclosed in Skydance's 8-K at closing; euro amounts and term A loans are not included. Source: Skydance Corporation Form 8-K, filed Oct 6, 2026.</figcaption>
</figure>

**Old debt and listings.** WBD's 8-K says it repaid all loans and ended all credit commitments under its own credit agreements at closing. It also asked Nasdaq to halt WBD trading before the open on Oct. 6 and to file a Form 25 to delist the shares. WBD's 13 directors, including David Zaslav, stopped being WBD directors when the merger took effect.

<figure class="inline-figure">
<a href="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-2.svg" target="_blank" rel="noopener" title="Open full-size figure"><img src="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-2.svg" alt="Interest rates on Skydance's first lien notes by maturity: 2028 6.300%, 2029 6.550%, 2031 7.050%, 2033 7.550%, 2036 7.900%, 2046 8.650%, 2056 8.750%, 2066 8.900%." width="1200" height="675" loading="lazy" decoding="async" /></a>
<figcaption>The $30.0 billion of first lien notes pay more the longer they run. Source: Skydance Corporation Form 8-K, filed Oct 6, 2026.</figcaption>
</figure>

## Background

The deal took more than a year. According to CNBC's timeline, Comcast, Netflix and Paramount submitted bids in mid-November 2025, and on Dec. 5, 2025, Netflix announced a deal for WBD's film and streaming assets. On Feb. 24, 2026, WBD said Paramount had raised its offer to $31 a share in cash; Netflix declined to match, and the merger agreement followed on Feb. 27. CNBC reports that the Justice Department approved the merger on June 12, that a group of state attorneys general led by California's Rob Bonta sued to block it on July 13, and that the lawsuit was settled on Sept. 21. On Sept. 30, Paramount named Ynon Kreiz, Mattel's outgoing chief executive, as co-CEO alongside David Ellison.

Ars Technica, citing Reuters, reports that Skydance is "expected to carry about $80 billion in debt." The 8-K's interest rates show what the new borrowing costs: the longest first lien notes, due 2066, pay 8.900%, and the second lien notes pay up to 9.125%.

<figure class="inline-figure">
<a href="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-3.svg" target="_blank" rel="noopener" title="Open full-size figure"><img src="/blog-media/paramount-skydance-warner-bros-discovery-merger-8-k-fig-3.svg" alt="Timeline from the 8-Ks: Feb 27, 2026 merger agreement; Apr 7 credit agreement; Sep 30 ticking amount starts; Oct 5 notes issued; Oct 6 closing, WBD halted, SKYD on NYSE." width="1200" height="675" loading="lazy" decoding="async" /></a>
<figcaption>Key dates as stated in the two 8-Ks. Source: Skydance Corporation and Warner Bros. Discovery Forms 8-K, filed Oct 6, 2026.</figcaption>
</figure>

For how to read the filings behind deals like this one, see our guide on [how to read a Form 8-K](/blog/how-to-read-form-8-k/). For another 8-K deal read, see [AMD's World Labs acquisition](/blog/amd-world-labs-acquisition-8-k/). More in [Global Markets & Policy](/category/markets-policy/).

## What could go right / What could go wrong

**What could go right**
- The company says it aims for "$6 billion-plus" in run-rate synergies within three years, mainly from technology, integration and procurement, marketing and real estate. The release says this would free it to invest "while reducing net leverage to its 3.0x target by the end of 2029."
- The press release commits to at least 30 theatrical films a year, each with a minimum 45-day theatrical window, and says its streaming products will be combined into a single service over time.

**What could go wrong**
- The new notes carry rates from 6.300% to 9.125%. The Hollywood Reporter writes that the leadership must integrate the two companies while "paying down more than $80 billion in debt."
- Integration is large: two studios, two streaming services and two news networks. The synergy target is a target, not a result.

## FAQ

<p class="post-faq-q"><span class="post-faq-mark">Q</span> How much did Warner Bros. Discovery shareholders get per share?</p>
<p class="post-faq-a"><span class="post-faq-mark">A</span> $31.01666668 in cash per share, according to the press release: the $31.00 deal price plus a ticking amount of $0.00277778 for each of the six days after Sept. 30, 2026.</p>

<p class="post-faq-q"><span class="post-faq-mark">Q</span> Is the Paramount–Warner Bros. deal worth $78 billion or $111 billion?</p>
<p class="post-faq-a"><span class="post-faq-mark">A</span> Both figures are used. WBD's 8-K puts the total payable to shareholders at approximately $78 billion. News outlets cite $110 billion to $111 billion, which CNBC describes as an enterprise value, a measure that includes debt.</p>

<p class="post-faq-q"><span class="post-faq-mark">Q</span> What is the new ticker for Paramount after the Warner Bros. deal?</p>
<p class="post-faq-a"><span class="post-faq-mark">A</span> SKYD, on the New York Stock Exchange. The company changed its name to Skydance Corporation and moved its Class B shares from Nasdaq, where they traded as PSKY.</p>

<p class="post-faq-q"><span class="post-faq-mark">Q</span> How did Skydance pay for Warner Bros. Discovery?</p>
<p class="post-faq-a"><span class="post-faq-mark">A</span> With new debt and new equity. The 8-K lists $41.4 billion of dollar notes, €885 million of euro notes, an $8.5 billion and €850 million term loan, term A loans, and 3,917,657,246 new shares sold at $12.00, about $47.0 billion by our arithmetic.</p>

<p class="post-faq-q"><span class="post-faq-mark">Q</span> Is WBD stock still trading?</p>
<p class="post-faq-a"><span class="post-faq-mark">A</span> No. WBD asked Nasdaq to halt trading before the open on Oct. 6, 2026 and to file a Form 25 to delist the shares.</p>

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Canonical: https://www.signalstack.news/blog/paramount-skydance-warner-bros-discovery-merger-8-k/
Published: 2026-10-07
