Paramount Skydance Prepares for Closing of Massive $111 Billion Warner Bros. Discovery Merger as Stock Listing Shifts to NYSE

As the entertainment industry stands on the precipice of one of the largest corporate combinations in modern media history, Paramount Skydance is aggressively preparing for the finalization of its colossal $111 billion agreement to merge with Warner Bros. Discovery. While the monumental deal is not yet entirely a finished product, corporate maneuvers and regulatory developments indicate that leadership is anticipating a closing process that could unfold within the coming weeks. The impending consolidation will permanently alter the landscape of Hollywood, film production, streaming platforms, and traditional television broadcasting, bringing two historic studio libraries and extensive media assets under a single corporate umbrella.

In an official Securities and Exchange Commission (SEC) filing released on Friday, Paramount announced that its board of directors formally determined on September 25 to voluntarily withdraw the listing of its Class B common stock from the Nasdaq Global Select Market. Currently trading under the ticker symbol "PSKY," the stock is slated to transition entirely to the New York Stock Exchange. According to the filing, the company expects that the listing and active trading of its Class B Common Stock on Nasdaq will officially conclude at market close on or about October 5. Subsequently, the equity is projected to begin trading on the floor of the NYSE at market open on or about October 6, marking a prominent relocation for the newly combined corporate entity’s publicly traded shares.

Alongside the exchange transition, the Paramount board of directors has established a specific record date for a previously announced distribution of warrants. This corporate action is set for the close of business on October 5. These warrants will grant eligible holders the option to purchase additional shares of Class B Common Stock on the NYSE, with those newly accessible shares anticipated to begin trading publicly on October 13.

However, corporate leadership has emphasized important caveats regarding these financial instruments. Paramount explicitly noted in its regulatory filings that the distribution of the warrants is entirely contingent upon the formal closing of the previously announced acquisition of Warner Bros. Discovery. Furthermore, the company cautioned that the WBD merger remains subject to various further closing conditions, meaning that the ultimate, exact timing for the closing of the merger—or whether it will face any final eleventh-hour delays—is not yet entirely certain.

Because of this conditional framework, Paramount retains the administrative flexibility to alter its timeline. The company may choose to cancel the record date, postpone the record date, cancel the issue date, or push back the issue date to a later date if the merger timeline shifts unexpectedly. These procedural safeguards reflect the inherent complexities and unpredictable nature of multi-billion-dollar media mergers, where regulatory approvals and legal hurdles must align precisely before final integration can take place.

Clearing the Final Regulatory and Legal Hurdles

The path toward finalizing the Paramount and Warner Bros. Discovery merger has been fraught with legal challenges, but a critical breakthrough occurred this week. Paramount successfully reached a settlement with a coalition of 12 Democratic state attorneys general who had previously banded together to file an antitrust lawsuit aimed at blocking the multi-billion-dollar transaction. If granted final approval by the presiding court, this negotiated settlement will officially result in the dismissal of the antitrust lawsuit, removing one of the most significant external legal roadblocks standing in the way of the corporate union.

Despite this major legal milestone, the settlement is still undergoing judicial scrutiny. The judge overseeing the case is actively reviewing the proposed agreement, which notably does not require major structural concessions from Paramount. Demonstrating the intense political and public interest surrounding the mega-merger, the judge requested that the involved parties file a formal response by Monday, September 28. This judicial order was issued in response to a formal request by Senator Cory Booker, a Democrat from New Jersey, who urged the court to launch an independent review of the proposed consent decree before giving it the green light.

Adding further urgency to the timeline is a financial mechanism designed to accelerate the completion of the transaction. Starting on October 1, Paramount will begin accruing a substantial "ticking fee" amounting to $7 million per day. This continuous financial obligation is payable directly to Warner Bros. Discovery shareholders for every day that the merger remains unclosed, creating a powerful monetary incentive for Paramount to finalize the paperwork and satisfy all remaining closing conditions as swiftly as possible.

Structuring the Warrant Distribution and Equity Terms

The warrants that Paramount intends to distribute to its PSKY shareholders are meticulously designed to provide eligible holders of its existing Class B Common Stock with unique investment opportunities. Specifically, the distribution offers these shareholders the chance to purchase shares of Class B Common Stock in a newly structured entity on terms very similar to those extended to the core members of the equity syndicate that is financially backing the Warner Bros. Discovery deal. This elite syndicate includes prominent industry figures such as media mogul David Ellison, his father and billionaire technologist Larry Ellison, and Gerry Cardinale, the head of RedBird Capital Partners.

Under the current corporate schedule, the company expects to issue approximately 470 million warrants on October 5. In a specialized provision for internal retirement and trust holdings, shares of Class B Common Stock held by the Paramount Global 401(k) Plan and the Paramount Global Master Trust will be handled differently. Rather than participating in the warrant distribution, these specific institutional plans will receive direct shares of Class B Common Stock in lieu of warrants.

Financial parameters regarding the warrants have also been detailed for investors. According to Paramount’s disclosures, 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 for a 20-trading-day period ending on, and including, the third business day prior to the official closing of the WBD merger. To protect both the company and the investors against extreme market volatility, the purchase price for these warrants is subject to a strict financial cap, with a maximum limit set at $16.02 per share and a protected floor establishing a minimum price of $12.00 per share.

As the target closing window approaches, leadership at Paramount Skydance and Warner Bros. Discovery continues to monitor the remaining legal and administrative benchmarks. With stock exchanges shifting, warrants prepared for distribution, and a court-reviewed settlement awaiting final judicial sign-off, the entertainment industry watches closely to see when the historic $111 billion transaction will officially cross the finish line.