Paramount Launches $44.4B Debt Offering to Fund Warner Bros. Acquisition Amid Antitrust Delay

Key points

• Paramount filed an SEC document on Monday to market a $44.4 billion debt offering, including $32 billion in investment-grade and $12.4 billion in high-yield bonds.
• The financing is part of a total $51.9 billion debt package, which includes a $7.5 billion term loan and a $49 billion contingent bridge loan.
• The acquisition of Warner Bros. Discovery is valued at approximately $110 billion in enterprise value, with $78 billion in cash consideration for WBD shareholders.
• The deal's closing is contingent on Judge Martinez-Olguin approving a settlement with 12 state attorneys general, a decision that was delayed after a September 24 hearing.
• The merged company is expected to carry over $80 billion in long-term debt, with annual interest expenses projected to exceed $6 billion.
• Equity financing includes up to $46.7 billion from the Lawrence J. Ellison Revocable Trust, with subscription rights assigned to sovereign wealth funds from Saudi Arabia, Abu Dhabi, and Qatar.

Background

Paramount Skydance first unveiled its plan to acquire Warner Bros. Discovery in February 2026, valuing the deal at approximately $80 billion in equity value. The acquisition has faced significant regulatory scrutiny, including antitrust lawsuits from 12 state attorneys general led by California's Rob Bonta. In August 2026, the FCC approved a plan allowing up to 49.5% indirect foreign ownership by Gulf sovereign funds, provided the Ellison family retains voting control. Paramount has also raised additional debt in recent weeks, including a $7.5 billion term loan, to prepare for the merger's closing.

How outlets are covering it

Deadline and TheWrap both report on the $44.4 billion debt offering and the uncertainty surrounding the deal's closing date due to the pending antitrust settlement. Deadline provides more detail on the equity financing, including the involvement of sovereign wealth funds and the potential for Elon Musk to join as an investor. TheWrap emphasizes the expected layoffs and the $6 billion in synergies that CEO David Ellison has promised. Yahoo Finance's coverage is less detailed but confirms the scale of the debt offering and the merger's significance in the media industry. All sources agree that the merger will result in a highly leveraged company with significant interest expenses, which has raised concerns among critics.

Why it matters

The Paramount-Warner Bros. Discovery merger is one of the largest in the media industry's history and will create a dominant player in both film and streaming. The deal's success or failure will have significant implications for the competitive landscape of the entertainment industry, as well as for the financial stability of the merged entity. The high level of debt and interest expenses could limit the company's ability to invest in new content and may lead to cost-cutting measures, including layoffs. The regulatory hurdles, particularly the antitrust settlement, could also delay the deal's closing and introduce additional uncertainty.

What to watch

The next major step is the decision by U.S. District Judge Araceli Martinez-Olguin on the antitrust settlement, which is expected to be made in the coming days. If the settlement is approved, the deal is expected to close around October 7, 2026. If the settlement is rejected, the deal could face further delays or even be blocked. Paramount will also need to finalize the equity financing and ensure that the debt offering is fully subscribed. The merged company will then need to integrate the two businesses and implement the promised synergies, which could involve significant layoffs and restructuring.