Paramount launches $77.7B Warner Bros. Discovery acquisition with $47B equity PIPE, $49B debt

Filed May 19, 2026 · Period ending May 19, 2026 · ~2 min read

Key Changes

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  $77.7B all-cash acquisition of Warner Bros. Discovery at $31/share, funded by $46.95B equity PIPE (led by Ellison affiliates) and ~$49B bridge debt. Paramount plans to replace bridge with $51.9B secured debt ($39.5B first-lien, $12.4B second-lien).

  Exhibit 99.2 verify on EDGAR →
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  Existing Paramount Class B shareholders (excluding PIPE investors) receive one 10-year warrant per share, exercisable at $12–$16.02. Callable after 3 years if stock trades ≥$30 for 20 of 30 days. Represents significant potential dilution.

  Exhibit 99.2 verify on EDGAR →
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  Paramount committed to rating agencies to reduce leverage below 3.75x net debt/EBITDA by fiscal 2028 and below 3.0x by fiscal 2029, targeting >$6B synergies (30% year 1, 70% year 2, full run-rate year 3).

  Item 7.01 — Regulation FD Disclosure verify on EDGAR →