Paramount Skydance Corp 8-K

What Happened Paramount Skydance Corporation (PSKY) announced on Feb. 27, 2026 that it entered into a definitive Agreement and Plan of Merger to acquire Warner Bros. Discovery, Inc. (WBD). Under the agreement, WBD will merge into PSKY’s wholly owned subsidiary and WBD shareholders will receive $31.00 in cash per share, plus a “ticking” additional cash amount beginning after Sept. 30, 2026 ($0.00277778 per day, with certain caps). The boards of both companies unanimously approved the deal; WBD’s board has resolved to recommend the merger to its stockholders. The filing also discloses that PSKY paid a $2.8 billion termination fee owed to Netflix after a prior terminated agreement.

Key Details

• Per-share consideration: $31.00 cash plus ticking consideration that accrues after Sept. 30, 2026 at $0.00277778/day (capped as specified).
• Equity treatment: vested WBD options/RSUs convert to cash payable at the merger price; many unvested awards will be assumed and converted into contingent cash rights; underwater options (exercise price ≥ merger price) are canceled for no payment.
• Financing and backstops: PIPE commitments include up to $46.72 billion from the Lawrence J. Ellison Trust (plus any ticking/contingent amounts) and $250 million from RedBird; a $54.0 billion 364‑day senior secured bridge loan and $3.5 billion revolver commitments were also arranged. PSKY’s financing receipt is not a condition to close.
• Termination and break fees: WBD may owe PSKY a $3.0 billion “Company Termination Fee” in certain scenarios; PSKY may owe WBD a $7.0 billion “Regulatory Termination Fee” if the deal is blocked by regulators. PSKY already paid the $2.8 billion Netflix Termination Fee.
• Ellison Guarantee: Lawrence J. Ellison’s trust and Mr. Ellison guarantee substantial obligations (including up to $45.72 billion of merger consideration) and will support regulatory efforts and litigation defense related to closing.

Why It Matters This is a large, strategic combination that would combine PSKY and WBD assets and requires WBD stockholder approval and antitrust and other regulatory clearances. Key takeaways for investors: the deal price is an all-cash $31.00 per WBD share (with limited additional ticking cash), PSKY has lined up substantial equity backstops and bridge financing, and both large termination fees and guarantees are in place that affect the financial risks if the merger is not completed. The filing also explains how employee equity at WBD will be cashed out or converted, and sets timing/closing conditions investors should watch—especially shareholder votes and regulatory approvals.