Paramount Skydance Corporation (NASDAQ: PSKY) priced what appears to be one of the largest corporate debt financings on record on September 30, 2026, two days after launching it. The company agreed to sell $41.4Bn of U.S. dollar-denominated senior secured notes across eleven tranches, together with €885.0MM of euro-denominated second lien notes, and it concurrently priced an incremental term “B” facility of $8.5Bn and €850.0MM. Proceeds are intended to fund the purchase price for the acquisition of Warner Bros. Discovery, Inc. (NASDAQ: WBD) and to repay certain existing debt. Taken together, the notes and the incremental loans represent more than $50.0Bn of committed financing placed in a single execution window.

The composition of the financing may be more informative than its headline size. The notes priced below the approximately $44.4Bn aggregate principal amount announced at launch, while the dollar term loan was increased from $7.5Bn to $8.5Bn. The company stated that the loan upsize carried a corresponding reduction in the first lien notes. That shift appears to indicate that loan investors bid at least as aggressively as the bond market at the margin, which is not the pattern jumbo acquisition financings have typically followed in recent years.

Offering Overview

The structure is separated into two layers. The first lien notes comprise 8 dollar tranches totaling $30.0Bn, with maturities running from 2028 to 2066. The second lien notes comprise 3 dollar tranches totaling $11.4Bn, plus the €885.0MM tranche due 2031. The notes were offered to qualified institutional buyers under Rule 144A and outside the United States under Regulation S, and they have not been registered under the Securities Act of 1933, although the first lien notes are expected to carry registration rights. Settlement is expected on October 5, 2026, subject to customary closing conditions.

Structure and Pricing

The first lien curve is instructive. The 2028 notes priced at 6.3% and the 2029 notes at 6.6%, while the 2031 tranche came in at 7.1% and the 2033 tranche at 7.6%. The long end extends considerably further: 8.7% for the 2046 notes, 8.8% for 2056 and 8.9% for the 2066 maturity. A spread of roughly 260 basis points between the shortest and longest first lien tranches suggests that investors required meaningful compensation for duration at this credit, even in the senior part of the capital structure.

The second lien layer prices at a clear step up. The 2031 dollar tranche came at 8.3% against 7.1% for first lien paper of the same maturity, implying a subordination premium of approximately 120 basis points. The 2034 and 2036 second lien tranches priced at 8.9% and 9.1% respectively. The euro second lien tranche priced at 7.0%, well inside its dollar counterpart, which likely reflects the lower underlying euro rate base rather than any difference in credit view.

The incremental term loan priced on terms that read as relatively borrower-friendly for a transaction of this leverage. The dollar tranche was issued at 99.8% of face value, equivalent to an original issue discount of 0.3%, and bears Term SOFR plus 2.8% with a stepdown and a 0.0% floor. The euro tranche was issued at par and bears EURIBOR plus 2.8%, also with a stepdown and a 0.0% floor. Both tranches are due in 2033. A quarter point of discount on an $8.5Bn loan is a modest concession by the standards of comparable financings.

Use of Proceeds

The company intends to apply the net proceeds of the notes offerings to fund the purchase price for the Warner Bros. Discovery acquisition and to repay certain existing debt. Those proceeds sit alongside cash on hand, borrowings under previously announced term loan financings and the net proceeds of a previously announced equity financing. Pending completion, proceeds may be invested temporarily in cash equivalents or short-term investments. The company also stated that consummation of the notes offerings is not a condition to consummation of the acquisition, which suggests the committed facilities behind the transaction were sized to stand on their own. Separately, the company has been conducting exchange offers and tender offers for notes of Discovery Global Holdings, Inc. and Discovery Communications, LLC, with expiration dates most recently extended to October 6, 2026.

Market Context

The timing of the offering appears deliberate. The acquisition cleared its principal remaining legal obstacle in the days immediately before pricing, and the parties then announced an anticipated closing date of October 6, 2026. Issuing into that window likely reduced the execution risk premium investors would otherwise demand for a financing contingent on an unresolved outcome. Press reports, which are not primary sources, indicated order books in excess of $109.0Bn, though no such figure has been confirmed by the company. The reallocation between instruments during syndication, which the company did disclose, tends to occur only when a book is comfortably in excess of supply.

Broader Implications for Acquisition Finance

Several observations seem reasonable. A single issuer absorbed what is likely a meaningful share of the quarter’s new secured supply without evident indigestion, which suggests that market capacity for jumbo acquisition finance may be larger than the past several years would have implied. The willingness of the loan market to take an incremental $1.0Bn at a 2.8% margin indicates that institutional loan demand is probably running ahead of visible supply. The breadth of the maturity profile, extending to 2066, implies that long-duration buyers were prepared to underwrite a media credit at the right coupon.

Issuers contemplating large acquisitions may reasonably read this execution as evidence that financing capacity is unlikely to be the binding constraint in the near term. The caveat is price. Coupons approaching 9.0% on the long first lien tranches and above 9.0% at the back of the second lien imply a cost of capital that only a limited set of transactions can support. Capacity and affordability are not the same thing, and the gap between them appears wide at present.

Conclusion

The transaction is arguably more interesting as a financing than as a step in the acquisition it funds. A borrower raised more than $50.0Bn across two liens, two currencies and both the bond and loan markets within two days, and it did so while shifting the mix toward loans in response to where demand proved deepest. The pricing is not inexpensive, particularly at the long end and in the second lien, but the execution appears to have been orderly. For issuers and sponsors assessing what the market will presently bear, the way this financing was assembled may prove more instructive than the figure on the front of it.

About DelMorgan & Co. (www.delmorganco.com)

With over $300 billion of successful transactions in over 80 countries, DelMorgan’s Investment Banking professionals have worked on some of the most challenging, most rewarding and highest profile transactions in the U.S. and around the globe. DelMorgan specializes in capital raising and M&A advisor services for companies across all industries and is recognized as one of the leading investment banking practices in California and globally.

Learn more about DelMorgan’s Capabilities, Transactions, and why DelMorgan is ranked as the #1 Investment Bank in Los Angeles and #2 in California by Axial.