Paramount Skydance moved Tuesday to price roughly $44.4 billion in secured notes and loans, one of the largest corporate debt sales of the year, to help cover the cost of its takeover of Warner Bros. Discovery. By the time bankers were finishing the book Tuesday evening, orders for the high-grade portion alone had topped $109 billion, according to a report tracking the deal, setting up final pricing on Wednesday at levels investors and the company will both call a win.
The offering is stacked in pieces: first-lien notes denominated in dollars, second-lien notes split between dollars and euros, and a $12.4 billion high-yield slice with prices talked in the low-9% area. It follows a $7.5 billion leveraged loan sale that launched the week before, meaning Paramount Skydance has been in the market raising acquisition financing continuously for two weeks.
Investors' verdict on who bears the risk was visible in Tuesday's stock moves. Paramount Skydance shares fell 3% to $9.97, leaving the stock down roughly 25% for the year, while Warner Bros. Discovery held essentially flat at $30.86, up about 7% in 2026. Netflix, which walked away from its own pursuit of Warner Bros. Discovery earlier this year, rose 2%; Disney slipped 0.4%. The divergence is a familiar pattern in acquisition financing: shareholders of the buyer inherit the interest bill, while the target's holders are being cashed out.
A $110 Billion Bet, Financed as It Goes
Paramount agreed in February to acquire Warner Bros. Discovery for $31.00 a share in cash, a transaction valuing the target at an enterprise value of $110 billion, or roughly 7.5 times projected 2026 EBITDA, according to the companies' original announcement. Part of that price was covered by $47 billion of new Paramount Class B shares issued to the Ellison family and RedBird Capital Partners; the rest is now being raised in the bond and loan markets that opened this week. Credit-rating agencies have already made their view of the combined balance sheet clear: Fitch marked the merged company's debt as junk in the spring, and S&P followed with a further downgrade in May, pointing to the scale of uncertainty still surrounding the transaction's execution.
Debt investors are effectively financing a company that, as one market write-up put it, is loading up on interest charges before a single dollar of merger synergy has been realized. That the offering was several times oversubscribed suggests high-yield buyers are comfortable being paid roughly 9% for the wait.
The Last Signature
What is still missing is a judge's blessing. Regulatory approval has not been the obstacle this deal's timeline suggests it should have been: the Justice Department and the Federal Communications Commission cleared the merger months ago. The final hurdle has been a coalition of state attorneys general, who reached a settlement with Paramount Skydance on Sept. 21. Under that agreement with 12 states, led by California's Rob Bonta, the combined studio committed to releasing at least 30 wide theatrical films a year, rising to 32 in later years, backed by $300 million in annual production spending and financial penalties — including a forced sale of Miramax — if it falls short. The settlement also creates an independent board meant to insulate CBS News and CNN's editorial decisions from corporate ownership, and bars the company from closing or selling the Los Angeles studio lots for five years.
That settlement now needs sign-off from the federal judge overseeing the states' case before the acquisition can close. Bankers marketing this week's bond sale are working on the assumption that approval comes quickly: the debt offering's marketing materials point to a closing around Oct. 7, according to a trade-press report on the financing, barely a week away.
For Paramount Skydance, Wednesday's pricing session closes out the financing half of a deal that took more than seven months, a bidding fight with Netflix and a state-level legal settlement to reach this point. What is left is arithmetic: whether a media company now carrying tens of billions in fresh debt can grow into it faster than the interest accrues.
