Paramount’s Debt Downgraded to Junk Following Warner Bros. Purchase Deal

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Paramount Skydance Corp. shares fell more than 8% after Fitch Ratings downgraded the film and TV company’s debt rating to junk to reflect a surge in borrowings from the $110 billion takeover of Warner Bros. Discovery Inc.

Fitch cut its rating on Paramount to BB-plus, according to a statement late Monday. It was previously BBB-minus, the lowest investment-grade rating. The ratings service also said Paramount is on negative watch pending details on deal terms, financing and deleveraging efforts.

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Shares of Paramount fell as low as $12.25 in New York trading. The merger of the two media companies will saddle the combined business with $79 billion in net debt.

“The downgrade reflects competitive pressures across the media sector” and pressure on free cash flow from transformation costs, Fitch said. Fitch believes its leverage and free cash flow may take longer than anticipated to improve.

Paramount agreed to buy Warner Bros. last week for $31 a share, in one of the biggest mergers and media deals of all time.

(Updates with shares in first and third paragraphs.)

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  • Paramount Debt to Reach $79 Billion After Warner Bros Deal

    In this article:

    This article first appeared on GuruFocus.

    Paramount (PSKY, Financials) said its net debt will total about $79 billion following its $110 billion acquisition of Warner Bros Discovery, and it has no plans to divest or spin off its cable networks.

    The combined company will merge streaming services, including Paramount+ and HBO Max, into a single platform, Chief Executive David Ellison said on a call with analysts.

    Together, the companies serve more than 200 million direct-to-consumer subscribers across more than 100 regions, positioning the merged entity to compete more directly with Netflix.

    Paramount agreed to pay $31 per share for Warner Bros in a deal signed Friday after Netflix declined to raise its offer. Paramount also paid a $2.8 billion termination fee owed to Netflix.

    The transaction is expected to generate more than $6 billion in cost savings, with a significant portion coming from consolidating streaming technology systems and cloud providers, executives said. The projected savings exceed Netflix's previously stated synergy target of up to $3 billion.

    Warner Bros Discovery had net debt of $29 billion at the end of last year, while Paramount reported $10.36 billion, bringing the combined total to roughly $79 billion after the deal closes.

    The merger will unite Paramount's CBS, MTV, Comedy Central and BET networks with Warner's CNN, HBO, TNT and Food Network. The company said it expects to produce at least 30 theatrical films annually while maintaining both studio brands.

    The deal is expected to close in the third quarter, pending regulatory approvals. Analysts have said European Union antitrust clearance is likely to require only limited divestitures.


  • Warner Bros. Reopens Talks as Paramount Signals Higher Bid

    Warner Bros. Reopens Talks as Paramount Signals Higher Bid
    Warner Bros. Reopens Talks as Paramount Signals Higher Bid
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    In this article:

    Warner Bros Discovery Inc. has agreed to reopen negotiations with rival Hollywood studio Paramount Skydance Corp. after the suitor proposed raising its bid and sweetened other terms of its offer, setting the stage for a renewed showdown with Netflix Inc. Netflix, which Warner Bros. still described as its preferred bidder, has granted the board seven days to discuss Paramount's most recent proposal, according to a statement Tuesday. The decision came after a Paramount banker told a Warner Bros. board member that Paramount would offer at least $31 a share, or $1 a share higher than its previous offer, if the company agreed to reopen talks. Warner Bros. now wants to see that, and other aspects of Paramount's new bid, in writing. Bloomberg's Stephen Flynn joins to discuss on Bloomberg Intelligence.


  • Market Chatter: Paramount Skydance-Warner Bros to Carry $79 Billion Net Debt, No Cable Asset Sales Planned

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    Paramount Skydance (PSKY) Chief Executive Officer David Ellison said that following its acquisition

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  • Paramount Skydance Agrees to Acquire Warner Bros. Discovery

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    Paramount Skydance (PSKY) said Friday it entered a definitive merger agreement to acquire Warner Bro

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  • Market Chatter: Warner Bros Agrees to Acquisition by Paramount Skydance

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    Warner Bros. Discovery (WBD) has agreed to a $110 billion acquisition by Paramount Skydance (PSKY),

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  • Paramount Adds $650 Million Sweetener to Warner Bros. Discovery Bid

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    This article first appeared on GuruFocus.

    Paramount Skydance Corp. (PSKY, Financials) is going all-in to win over Warner Bros. Discovery Inc. (WBD, Financials). The David Ellison led company on Tuesday sweetened its $108 billion takeover bid with a $650 million ticking fee a quarterly payout if regulatory approvals stretch beyond 2026.

    The proposal, meant to reassure Warner's board and shareholders, also includes funding a $2.8 billion termination payment to Netflix Inc. should Warner exit its current deal talks, and a full backstop of Warner's $15 billion bridge loan. Paramount said its lenders are ready to extend the loan's maturity if Warner cannot secure an extension with its banks.

    Paramount also promised flexibility on permanent financing and agreed to mirror any interim terms already in place between Netflix and Warner Bros. Discovery. The company said it would address any concerns raised by Warner CEO David Zaslav about Discovery Global's financial performance and the overall certainty of closing.

    Warner Bros. is currently leaning toward Netflix's $72 billion offer (excluding debt) for its streaming and studio assets, but Paramount's latest move could reignite negotiations.


  • Paramount debt to hit $79 billion after Warner Bros deal, no plan to sell cable assets

    Paramount studio lot in Hollywood · Reuters
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    By Harshita Mary Varghese

    March 2 (Reuters) - The Paramount Skydance-Warner Bros Discovery merger will create a combined entity that would have a net debt of about $79 billion, Paramount said on Monday, ruling out any plan to divest or spinoff the ‌cable assets.

    The companies will fold their streaming services, including Paramount+ and HBO Max, into a single platform, Paramount CEO David Ellison ‌said on a call with analysts.

    Together the companies already serve more than 200 million direct-to-consumer subscribers in more than 100 regions, Ellison said, giving them the scale and ​firepower to better compete in a market dominated by Netflix.

    Paramount signed the $110 billion, or $31-per-share, deal for Warner Bros early on Friday, after Netflix declined to raise its offer.

    The acquisition is expected to save more than $6 billion in costs, with a big share coming from "non-labor sources" by clubbing streaming technology stacks and cloud providers of the companies, among others, Paramount strategy chief Andy Gordon said.

    The savings target is much higher than Netflix's promised synergy goal ‌of as much as $3 billion and had sparked ⁠fears of layoffs and shrinking of TV and film production by the combined Warner-Paramount.

    The merger will also unite Paramount's CBS, MTV, Comedy Central and BET with Warner's networks including CNN, TNT, and Food Network.

    "By combining our linear ⁠businesses, we will expect to boost cash flow, drive efficiencies and help manage market pressures," Ellison said.

    The merged entity will have one of the industry's deepest libraries of commercially proven intellectual property, uniting franchises such as "Game of Thrones", "Mission Impossible", "Harry Potter", "Top Gun", the DC Universe and "SpongeBob SquarePants".

    "HBO is a crown jewel in ​this ​business...it will continue to have the resources and independence to do what it ​does best at the same time," Ellison said.

    The Paramount ‌deal is backed by $54 billion in debt commitments from Bank of America, Citigroup and Apollo.

    This includes $39 billion of new debt and $15 billion to refinance Warner Bros existing bridge facility, Gordon said.

    Warner Bros Discovery had a net debt of $29 billion, while Paramount had $10.36 billion at the end of last year.

    Paramount shares were down about 1.6%.

    THE LONG-DRAWN BIDDING CONTEST

    The contest for Warner Bros' studio and streaming assets heated up over months, with Paramount and Netflix trading rival takeover bids.


Paramount Adds $650 Million Sweetener to Warner Bros. Discovery Bid