Paramount Skydance maps out $78 billion WBD deal

Posted by Tristan Rich on Sep 28th, 2026

What happened

Paramount Skydance Corporation (NASDAQ: PSKY) filed unaudited pro forma condensed combined financial statements for its planned Warner Bros. Discovery, Inc. acquisition. On February 27, 2026, Paramount and Prince Sub Inc. signed an Agreement and Plan of Merger with Warner Bros. Discovery. Under that deal, Merger Sub would merge with and into WBD, and WBD would survive as a wholly owned subsidiary of Paramount.

For these statements, the company assumed the Acquisition closes on October 6, 2026. It said the Acquisition has not been consummated but is considered probable. The equity subscription agreements provide for up to $46.7 billion plus Ticking Consideration from affiliates of The Lawrence J. Ellison Revocable Trust and $250.0 million from RedBird Capital Partners Fund IV (Master), L.P.

Key numbers

Metric	Latest	Source
Estimated cash consideration for WBD common stockholders	$78.0 billion	SEC 8-K
Cash proceeds reflected on the unaudited pro forma Condensed Combined Balance Sheet	$56.4 billion	SEC 8-K
New Permanent Financing	up to $51.9 billion	SEC 8-K
Equity financing from affiliates of The Lawrence J. Ellison Revocable Trust	up to $46.7 billion plus Ticking Consideration	SEC 8-K
Netflix Termination Fee	$2.8 billion	SEC 8-K

Why it matters

The pro forma balance sheet reflects $56.4 billion of cash proceeds from debt issuance. Total cash consideration payable to WBD common stockholders is estimated at $78.0 billion. The cash proceeds equal about 72.3% of that amount. The Acquisition Financing Transactions are expected to include $7.5 billion of Term B Loans, $32.0 billion of New First Lien Secured Notes and $12.4 billion of New Second Lien Secured Notes.

Together, those instruments make up to $51.9 billion of New Permanent Financing. The filing also says the $2.8 billion Netflix Termination Fee paid under the WBD Merger Agreement was treated as purchase consideration. The caution is in the filing itself. The financing mix and final terms still depend on market conditions and final execution.

What's next

The next checkpoint is closing, and the filing says that date is still uncertain. If the transaction closes after September 30, 2026, Ticking Consideration keeps accruing until closing. The company says final appraisals and other valuation analyses should be finished no later than one year after closing.

If closing lands near the October 6, 2026, assumption, the pro forma figures should stay closest to the filing's estimates. Any delay would raise Ticking Consideration and could change the financing mix the company is still arranging.

Sources

SEC 8-K — Exhibit 99.2 unaudited pro forma condensed combined financial statements

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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.