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Paramount Warner Bros Merger Debt: What the Filings Show

The Paramount Warner Bros merger debt in SEC filings: $41.4 billion of new notes, loans and what is unknown.

The Realigned6 min read · Published 16 October 2026
7 sources
Isometric line drawing of the Paramount Warner Bros merger debt: a stack of first lien notes $30.0 billion, second lien notes $11.4 billion and term loans $8.5 billion beside a block of new shares.
How the Paramount Warner Bros deal was funded: three layers of debt and a block of new shares, per the SEC filing. Photo: The Realigned

The Paramount Warner Bros merger debt is the money borrowed to pay for the deal, and the filings put the new borrowing at $41.4 billion in senior secured notes1 plus euro notes and term loans. Skydance Corporation, the renamed Paramount Skydance, closed its purchase of Warner Bros. Discovery on 6 October 20261. Paying for it took bonds, bank loans and new shares, and the combined company now carries one of the largest debt loads in media.1

This piece answers a news item that circulated on 15 and 16 October 2026, under a headline saying the two companies had formally merged and built a mountain of debt. We did not rely on the headline. We opened the company's filings with the US Securities and Exchange Commission (SEC), its press release and one financial-data report, and everything below is as of 16 October 2026. It explains the numbers and does not advise anyone on buying or selling anything.

How much debt does the Paramount Warner Bros merger have?

No single document we opened states the Paramount Warner Bros merger debt in one number. The pieces are public, though. The first is the closing 8-K filed with the SEC, which lists $30.0 billion of first lien notes and $11.4 billion plus 885 million euros of second lien notes. Lien order matters: first lien lenders are paid first from the pledged assets, second lien lenders next. The same filing shows two term loans, $8.5 billion and 850 million euros, both seven-year and fully drawn at closing.1

Key figure$41.4 billionNew senior secured notes, plus 885 million euros, issued to fund the Warner Bros. Discovery acquisitionSource 1 · U.S. Securities and Exchange Commission (opens the source in a new tab)
Debt arranged for the deal, as listed in the 8-K filed for the 6 October 2026 closing.
Piece of financingAmountRate or term
First lien senior secured notes$30.0 billion6.300% (2028) to 8.900% (2066)
Second lien senior secured notes$11.4 billion plus 885 million euros7.000% to 9.125%
Term B-1 loans$8.5 billion plus 850 million eurosSOFR or EURIBOR plus 2.50% to 2.75%, seven years
Bridge loan commitments$49.00 billionReduced to zero at closing
Source: Skydance Corporation (Paramount Skydance) Form 8-K: closing of the Warner Bros. Discovery merger and financing (opens the source in a new tab)

The loans cost more than the headline amounts suggest. By our calculation from the coupons in the filing, the $41.4 billion of dollar notes alone carry about $3.2 billion of interest a year. The term loans are priced off market rates (SOFR is a benchmark US rate), so their cost moves when rates move. For why interest builds into big sums, see our guide to compound interest: time versus amount.

Older borrowing was also reshuffled. Warner Bros. Discovery's existing notes of $11,983,970,000 plus 546,547,000 euros were exchanged on 9 October for new second lien notes, and the company bought $2,395,448,000 of other existing notes for cash in tender offers.2 Paramount Skydance debt before the deal was $15,483 million in total at 31 March 2026, and the company had lined up committed financing of $54 billion, including a $49 billion 364-day bridge loan meant to be replaced by permanent funding.3

What is net leverage, and why does the 3.0x target matter?

Net leverage is net debt, meaning debt minus cash, divided by yearly earnings before interest, tax and similar items. Net leverage of 3.0x means it would take about three years of those earnings to repay the debt. The company says it is aiming for net leverage of 3.0x by the end of 20294, with more than $6 billion of annual savings (synergies) within three years.4

Outside estimates are more cautious. Debtwire, a debt-market data service, put net debt at about $84.3 billion at closing, and projected leverage of about 3.1x in 2029 even if the full savings arrive on time. These are the data service's estimates, not company figures.5

How do leveraged media mergers usually turn out?

History gives mixed lessons. When Discovery combined with WarnerMedia in April 2022, its net leverage stood at 5.0x on 31 December 2022, with total debt of $49.3 billion, and the company said it had repaid $7.0 billion of debt since 9 April 2022.6 That is a case of heavy debt being worked down over time. A different warning is AOL Time Warner, whose merger completed in January 2001 and which reported a loss of $99 billion in 2002, then the largest ever reported by a company.7 The source we opened does not tie that loss to borrowing, so it shows only that size and price can matter as much as debt.

What does the market say about the Skydance Warner Bros Discovery deal?

Credit markets have been wary. S&P cut the issuer rating to BB from BB+ on 24 September, and Fitch also lowered its rating to BB, both below investment grade. The new 9.125% second lien bonds due 2036 traded near 91 cents on the dollar on 13 October, against an issue price of 100 cents on 30 September.51 Fitch rated the first lien secured debt BBB-, which is investment grade, so the risk sits unevenly across the layers of borrowing.5

Is the debt manageable? The strongest counterargument

The case for the deal rests on several facts in the filings. The buyers also put in equity: 3,917,657,246 new Class B shares were sold at $12.00, which we calculate as roughly $47.0 billion, so debt did not fund the whole price.1 The $49 billion bridge was cut to zero at closing, and the notes mature between 2028 and 2066, so repayment dates are spread out. The company expects more than $10 billion of free cash flow by 2030 and has revenue of nearly $70 billion, and presents the combined group as a stronger competitor.4 Debtwire's own base case has leverage falling toward the target, only later than management hopes.5

Interest rates also matter to anyone judging this. Borrowers pay more when rates are high, which is why central banks' decisions reach companies as well as households; our explainer on what causes inflation covers that link, and how banks create money explains where loans come from.

What is not known?

Several things are open. The documents we opened give the pieces of this media merger debt but not one audited pro forma net debt figure. The size of the savings and the date they arrive are forecasts. Future interest rates will set the cost of the floating-rate loans. Whether revenue of nearly $70 billion holds as viewing habits shift is also unknown. Read the second SEC filing on the exchange notes and warrants and the company's press release and judge the figures yourself.

Key takeaways

  • The Paramount Warner Bros merger closed on 6 October 2026, financed with $41.4 billion of new secured notes, term loans and about $47 billion of new equity.
  • The company targets net leverage of 3.0x by the end of 2029; Debtwire estimates 3.1x in 2029 even in an optimistic case.
  • Rating agencies moved the issuer rating to BB, below investment grade, though Fitch rated the first lien debt BBB-.
  • Earlier media deals show debt can be worked down, and that a huge price can destroy value.
  • This explains public documents and is not investment advice.

Sources

  1. 1Skydance Corporation (Paramount Skydance) Form 8-K: closing of the Warner Bros. Discovery merger and financing (opens the source in a new tab) · U.S. Securities and Exchange Commission, 2026 · Primary source
  2. 2Skydance Corporation Form 8-K: exchange notes, tender offers and warrants (October 2026) (opens the source in a new tab) · U.S. Securities and Exchange Commission, 2026 · Primary source
  3. 3Paramount Skydance Corp. Form 10-Q for the quarter ended 31 March 2026 (opens the source in a new tab) · U.S. Securities and Exchange Commission, 2026 · Primary source
  4. 4Paramount Completes Acquisition of Warner Bros. Discovery, Creating Skydance (opens the source in a new tab) · Skydance Corporation, 2026 · Primary source
  5. 5Skydance Shares Slide as Bond Selloff Signals Doubts on $110B Paramount-Warner Deal (opens the source in a new tab) · IBTimes UK, 2026 · Reporting
  6. 6Warner Bros. Discovery Form 8-K: fourth quarter and full year 2022 results (opens the source in a new tab) · U.S. Securities and Exchange Commission, 2023 · Primary source
  7. 7AOL Time Warner (opens the source in a new tab) · Wikipedia, 2026 · Reporting
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