Paramount Skydance is preparing the mechanics for its planned $111 billion combination with Warner Bros. Discovery, while making clear the merger itself still is not guaranteed.
In an SEC filing on Friday, Sept. 25, the company outlined several calendar markers:
- Oct. 5: Nasdaq trading in the Class B shares, ticker PSKY, is expected to end; the board set the same date as the record date for the previously announced warrant distribution.
- Oct. 6: Trading on the New York Stock Exchange is expected to begin.
- Oct. 13: Shares underlying the warrants are expected to begin trading, if the distribution proceeds.
Warrants get a date, but not a guarantee
Paramount’s board decided to voluntarily withdraw the PSKY listing from Nasdaq and transfer it to the NYSE. But the warrant distribution “is contingent on the closing of the previously announced acquisition by the Company of Warner Bros. Discovery.” The company added that the WBD merger is “subject to further closing conditions, and the ultimate timing for the closing of the WBD Merger, if any, is not yet certain.”
The company may cancel or postpone the record date or issue date to a later date.
Paramount expects to issue roughly 470 million warrants on Oct. 5. Each warrant, if issued, would initially let the holder purchase one Class B common share at an exercise price tied to the average daily volume-weighted average price over the 20 trading days ending on the third business day before the merger closes. That price has a ceiling of $16.02 per share and a floor of $12.00 per share.
Who gets what
The warrants are designed to give existing PSKY Class B holders an opportunity to buy shares in the new entity on similar terms to those offered to the equity syndicate behind the Warner Bros. Discovery deal, including David Ellison, Larry Ellison and RedBird Capital’s Gerry Cardinale.
But not every holder gets warrants. Shares held by the Paramount Global 401(k) Plan and the Paramount Global Master Trust will receive Class B common stock in place of warrants.
The legal gate is still open
The antitrust picture moved forward this week after Paramount reached a settlement with 12 Democratic state attorneys general. If approved by the court, it would drop the states’ lawsuit to block the deal. Paramount has not had to agree to major concessions in the proposed settlement.
The judge is still reviewing that settlement and has asked the parties to respond by Monday, Sept. 28, to Senator Cory Booker’s request for an independent review of the proposed consent decree.
What a marketer should watch
For entertainment marketers and media planners, these dates are not just corporate housekeeping. They signal that Paramount is building out the operational runway for a combined company, but they also show that deal risk remains. A move of the listing and a warrant record date can create deadlines in the market even when the merger close itself is conditional.
Until the court signs off and Paramount confirms the merger close, any plans built around a combined Paramount-WBD entity should carry a contingency.
Source: Variety
