Paramount Skydance’s monumental $111 billion agreement to merge with Warner Bros. Discovery is not yet an absolute done deal, but corporate preparations are accelerating rapidly as the company gears up for the transaction to cross the finish line within the next few weeks. The massive media consolidation effort, which has captivated Wall Street and Hollywood alike, is entering its final operational and legal phases, marked by significant structural shifts in stock exchanges, debt management, and a newly minted warrant distribution plan for shareholders.
In an official Securities and Exchange Commission filing released Friday, Paramount revealed that its board of directors formally voted on September 25 to voluntarily withdraw the listing of its Class B common stock from the Nasdaq Global Select Market. Trading under the familiar ticker symbol “PSKY” on Nasdaq is slated to end at market close on or about October 5. Concurrently, the company will transfer its primary public listing to the New York Stock Exchange, with trading of the Class B Common Stock expected to officially commence at market open on or about October 6.
Alongside the exchange transition, the Paramount board has established a record date at the close of business on October 5 for a previously announced distribution of warrants. These financial instruments are designed to give eligible holders the option to purchase shares of Class B Common Stock directly on the NYSE, with those newly accessible shares anticipated to begin trading publicly on October 13.
However, corporate leadership cautioned that these financial maneuvers are tightly bound to the ultimate completion of the transaction. Paramount explicitly noted in its regulatory filings that the distribution of the warrants is strictly contingent upon the closing of the previously announced acquisition of Warner Bros. Discovery. Because the broader WBD merger remains subject to final closing conditions, the exact timing for the ultimate closing of the deal is not yet completely certain. As a direct result of these moving parts, Paramount retains the discretion to cancel the record date and issue date entirely, or alternatively, to postpone them to a later date should unexpected regulatory or legal delays materialize.
Parallel financial steps were announced on the same day by Warner Bros. Discovery. In connection with the pending Paramount merger, WBD disclosed its intention to voluntarily delist its specific "Euro Notes" debt securities—namely its 4.302% senior notes due in 2030 and its 4.693% senior notes due in 2033—from Nasdaq. To effectuate this delisting of the Euro Notes, WBD anticipates filing the necessary formal notifications with the SEC on or around October 6.
Legal and Regulatory Landscape
The path toward finalizing the Paramount and Warner Bros. Discovery combination has navigated a labyrinth of regulatory scrutiny, but a critical roadblock was cleared this week. Paramount successfully reached a comprehensive settlement with a coalition of 12 Democratic state attorneys general. Under the terms of the settlement, once formally approved by the presiding court, the antitrust lawsuit filed by the states to block the multi-billion-dollar merger will be officially dropped.
The federal judge overseeing the antitrust case is currently reviewing the proposed settlement agreement. Notably, the accord does not mandate major structural concessions from Paramount. However, the legal review hit a minor procedural moment when the judge requested that the involved parties file a formal response by Monday, September 28. This request followed an intervention by Senator Cory Booker, a Democrat from New Jersey, who formally asked the court to launch an independent review of the proposed consent decree before final approval is granted.
Adding financial urgency to the closing timeline, the merger agreement dictates that starting October 1, Paramount will begin accruing a $7-million-per-day "ticking fee." This substantial financial penalty will be payable directly to Warner Bros. Discovery shareholders every single day until the merger officially closes, creating a powerful incentive for both corporate entities to resolve any remaining procedural delays as swiftly as possible.
Warrant Distribution and Shareholder Terms
The warrants to be issued by Paramount to its PSKY shareholders are structured to provide eligible holders of existing Class B Common Stock a valuable opportunity. Specifically, recipients will gain the option to purchase shares of Class B Common Stock in a newly formed corporate entity under terms similar to those offered to the high-profile members of the equity syndicate backing the Warner Bros. Discovery transaction. This elite backing syndicate prominently includes media mogul David Ellison, his father Larry Ellison, and Gerry Cardinale, the head of RedBird Capital Partners.
Under the current corporate timeline, Paramount expects to issue approximately 470 million warrants on October 5. To ensure continuity for institutional retirement and employee savings vehicles, shares of Class B Common Stock currently held by the Paramount Global 401(k) Plan and the Paramount Global Master Trust will receive direct shares of Class B Common Stock rather than participating in the warrant distribution.
According to precise terms outlined by Paramount, if the warrants are successfully issued, each individual warrant will initially entitle the holder to purchase one share of Class B Common Stock. The initial exercise price per share will be calculated based on the average of the daily volume-weighted average price of the Class B Common Stock measured across a 20-trading-day window ending on, and including, the third business day prior to the official closing of the WBD merger. Furthermore, the purchase price for these warrants is governed by a strict collar mechanism, subject to a maximum cap of $16.02 per share and a minimum floor of $12.00 per share.
