Paramount Skydance Sets NYSE Move as $110 Billion Warner Bros. Discovery Deal Awaits Judge's Ruling

Paramount Skydance moved to shift its stock listing from the Nasdaq to the New York Stock Exchange and set an October 5 record date for distributing roughly 470 million warrants tied to its pending $110 billion takeover of Warner Bros. Discovery, according to an 8-K filed with the Securities and Exchange Commission Friday. The filing is the clearest sign yet that the long-delayed merger is entering its final stretch — but Paramount itself acknowledges the ultimate closing date "is not yet certain," and reserved the right to cancel or postpone the whole arrangement.

The uncertainty traces to a federal courtroom in Oakland, where a judge overseeing a multistate antitrust lawsuit against the deal has so far declined to approve a settlement both sides reached days earlier, telling lawyers at a Thursday hearing that "the court isn't a rubber stamp of your agreement" and that she had "some questions," according to a report on the hearing. She gave objecting parties until September 29 to file their concerns and said a ruling would come "in due course" — leaving the merger's timeline hostage to her calendar just as a costly contractual penalty is set to kick in.

What happened

Under the terms disclosed in Friday's filing, Paramount Skydance's Class B shares will stop trading on Nasdaq at the close of business on or about October 5 and begin trading on the NYSE the next morning. Separately, the company set October 5 as the record date for a warrant distribution it agreed to as part of the original merger financing, with roughly 470 million warrants expected to reach eligible shareholders around October 13 — assuming the Warner Bros. Discovery deal has closed by then. Each warrant lets holders buy one Class B share at a price tied to Paramount's trading average in the weeks before closing, collared between $12.00 and $16.02.

Notably, both the warrant distribution and the exact strike price depend on the merger actually closing, and the company was explicit that it retains "discretion to cancel or postpone" the record and distribution dates if the deal's timeline slips further.

The numbers

The underlying acquisition, first agreed in a February 27 announcement from Paramount, values Warner Bros. Discovery at $31.00 per share in cash — a 147% premium to its price before deal talk began — putting equity value at $81 billion and enterprise value, including debt, at $110 billion. The combination brings together Paramount+ and CBS with HBO Max, Warner Bros. Pictures, CNN and TNT, and Paramount has projected more than $6 billion in annual cost synergies.

One number is doing a lot of work behind the scenes: a contractual "ticking fee" begins accruing October 1 if the deal has not closed, worth roughly $0.25 per Warner Bros. Discovery share per quarter — about $7 million a day in additional consideration Paramount would owe to Warner Bros. Discovery shareholders for every day of delay. That fee, combined with a separate $7 billion break fee if the deal collapses for regulatory reasons, is what has made the judge's timeline suddenly so consequential to both companies' finances.

The path here has run through nearly every regulator in Washington. The Justice Department's Antitrust Division closed an eight-month investigation in June without requiring divestitures, concluding in a public statement that "the proposed transaction is not likely to harm competition or American consumers." The Federal Communications Commission separately signed off on the deal's foreign-investment structure in September, capping outside ownership at 49.5% with no voting control, and regulators in the European Union, China and Canada had already cleared the transaction earlier in the year.

The remaining obstacle was a lawsuit filed in July by a coalition of a dozen state attorneys general, led by California's Rob Bonta, arguing the combination would concentrate too much power over film, television and news. Paramount settled with the states on September 21, agreeing to keep both companies' California studio lots open for at least five years, commit to minimum annual film-release counts, and accept oversight arrangements around editorial independence at CNN and CBS News, without giving up any assets. That settlement now needs the presiding judge's sign-off — and a coalition of press-freedom and film-industry groups, including Free Press and the Freedom of the Press Foundation, has asked the court to reject it as "weak and unenforceable," arguing it does too little to protect journalism and independent film.

Who's affected, and the market's skepticism

Despite clearing nearly every regulatory hurdle, Paramount Skydance's own stock has fallen roughly 26% so far this year, a sign investors are less enthusiastic than dealmakers. Part of the concern is balance-sheet math: the combined company is expected to carry roughly $80 billion in debt, which one analysis published the same day as the 8-K estimated could generate $4 billion to $7 billion in annual interest expense, a heavy load given Warner Bros. Discovery's shrinking linear-television revenue. Wall Street's own price targets reflect the split: Morgan Stanley rates the stock Overweight with an $11.50 target, Citizens rates it Market Outperform at $14, while the broader analyst consensus sits at Hold with an average target near $10.56 — all well below where Paramount traded before this year's deal turbulence.

"The court isn't a rubber stamp of your agreement. I have some questions," U.S. District Judge Aracéli Martínez-Olguín told attorneys for Paramount, Warner Bros. Discovery and the settling states at Thursday's hearing.

Beyond shareholders, the settlement's terms directly affect Warner Bros. Discovery and Paramount employees: entertainment trade press has reported that insiders at both companies are bracing for substantial layoffs once the deal closes, given the projected cost synergies, even as the settlement's studio-lot and film-output commitments are meant to protect production jobs in California specifically.

What's next

Judge Martínez-Olguín has asked objectors to file their arguments by September 29 and has not committed to a ruling date beyond that. If she approves the settlement quickly, Paramount could still move to close the acquisition before or shortly after the October 1 ticking-fee deadline, limiting the extra payout to Warner Bros. Discovery shareholders. If she delays further or requires changes to the settlement, the fee will continue to accrue daily until closing, and Paramount's own warrant-distribution and NYSE-listing timeline — already contingent on the deal closing — would likely slip again alongside it.