Paramount Sets Oct. 5 Date for Warner Bros. Deal Warrants
Paramount Skydance has set an Oct. 5 record date to issue warrants to its PSKY shareholders, contingent on the completion of its $111 billion merger with Warner Bros. Discovery. The company will shift its Class B stock listing from Nasdaq to the NYSE and will provide warrants that mirror the terms…
By Felo News Desk · Published
Paramount Skydance has announced a key date for the distribution of warrants to holders of its PSKY Class B common stock. The company’s board, in a September 25 filing with the U.S. Securities and Exchange Commission, decided to voluntarily withdraw the PSKY listing from the Nasdaq Global Select Market and move the shares to the New York Stock Exchange. The transition is slated to finish at market close on or about October 5, with trading on the NYSE beginning the following morning.
Warrants tied to the Warner Bros. Discovery merger
The record date of October 5 is linked to the company’s long‑promised distribution of warrants that will allow PSKY shareholders to purchase shares of the newly formed entity that will result from the merger with Warner Bros. Discovery (WBD). Paramount has stated that the warrants will be issued on the same terms as those granted to the equity syndicate backing the deal, which includes high‑profile investors such as David Ellison, Larry Ellison and Gerry Cardinale of RedBird Capital Partners.
Under the proposed terms, each warrant would give the holder the right to buy one share of the new Class B common stock at an exercise price that is the average of the daily volume‑weighted average price over the 20 trading days ending on the third business day before the merger’s closing. The price will be capped at $16.02 per share and floored at $12.00.
Uncertainty around the merger’s closing
Although the company has set a definitive date for the warrant distribution, Paramount has cautioned that the distribution is contingent on the merger actually closing. The WBD deal is still subject to further closing conditions, and the ultimate timing of the merger, if it proceeds, remains uncertain. Paramount reserves the right to cancel or postpone the record date and the issue date if the merger does not close as expected.
Recently, a significant antitrust obstacle was cleared when Paramount reached a settlement with 12 Democratic state attorneys general. The settlement, which has not yet been approved by the court, would eliminate the states’ lawsuit that had sought to block the merger. The judge overseeing the case is still reviewing the proposed settlement and has requested the parties to respond to Senator Cory Booker’s request for an independent review by September 28.
Impact on shareholders and the broader market
Paramount expects to issue roughly 470 million warrants on October 5. Shareholders who own PSKY Class B stock through the Paramount Global 401(k) Plan or the Paramount Global Master Trust will instead receive shares of the new entity, bypassing the warrant distribution. The move is designed to align the interests of existing shareholders with the anticipated benefits of the merger while providing a clear timeline for the transition.
For investors, the announcement signals that Paramount is actively preparing for a potential closing of the WBD deal. The shift from Nasdaq to the NYSE also reflects the company’s intent to consolidate its listing in a venue that may better support the merged entity’s future capital structure and regulatory needs.
What’s next for Paramount and Warner Bros. Discovery?
Paramount’s next steps hinge on the court’s approval of the settlement with the state attorneys general and the resolution of any remaining regulatory or shareholder approvals. If the merger closes, the company will need to finalize the warrant distribution and transition the stock listing. Until then, shareholders and market participants will continue to monitor the legal and regulatory developments that could influence the timing and outcome of the deal.
In the meantime, Paramount has reiterated its commitment to keeping investors informed and has indicated that it will provide updates as new information becomes available regarding the merger’s status and the implementation of the warrant program.
Key facts
- Paramount moves PSKY listing from Nasdaq to NYSE on Oct. 5
- Warrants will mirror terms of the equity syndicate backing the WBD merger
- Distribution contingent on the merger closing, which remains uncertain
- 470 million warrants expected to be issued on Oct. 5
- Settlement with 12 Democratic attorneys general clears a major antitrust hurdle
- Shareholders in 401(k) and Master Trust receive shares instead of warrants
Why it matters
The timing of the warrant distribution and the merger’s completion directly affects the value and liquidity of Paramount’s PSKY shares, making it a critical event for current and prospective investors.
Frequently asked questions
What is the purpose of the warrant distribution?
It allows PSKY shareholders to purchase shares of the new entity formed by the Paramount–Warner Bros. Discovery merger at terms similar to those offered to the equity syndicate.
When will the PSKY shares start trading on the NYSE?
Trading is scheduled to begin at market open on or about October 6, following the listing transfer on October 5.
Will the warrants be issued if the merger does not close?
No, the distribution is contingent on the merger closing; Paramount may cancel or postpone the record date if the merger does not proceed.
Sources
- [1] variety.com — originally reported as “Paramount Says Timing for Warner Bros. Deal Close ‘If Any’ Is ‘Not Yet Certain’ but Pencils In Oct. 5 Date to Issue PSKY Shareholders Warrants Tied to WBD Merger”
