Paramount Shareholders to Get Stock Warrants in Massive Warner Bros. Financing Deal

Dow Jones
10 hours ago

Paramount Skydance shareholders are getting special rights to buy more stock as the company nears the finish line of its $80 billion deal to purchase Warner Bros. Discovery.

The megamerger is expected to close on Tuesday.

To help fund the deal, the company is due to sell $47 billion of additional shares next week, on top of this week's $52 billion debt sale. It will also give current Paramount public shareholders stock warrants-which are long-term options that allow them to buy the stock at a set price-alongside the coming equity offering.

The warrants could ease some of the sting from the recent drop in Paramount's stock price, which slid 9.6% Thursday to $9.34 as the price of its newly issued debt fell. They could also be a good opportunity for investors that see a rally for Paramount stock in the coming years.

Paramount on Wednesday priced $52 billion of high-yield bonds that are part of the megamerger's big financing package. Paramount's existing unsecured 10-year debt was yielding about 10% early Friday, reflecting investor worries about the company's highly leveraged balance sheet and challenges in achieving its financial targets.

Paramount stock bounced back somewhat Friday, gaining 3% to $9.65, while the S&P 500 rose 0.6%.

The $47 billion equity financing deal, likely to occur at $12 a share, is backstopped by the Ellison family. It will be highly dilutive to Paramount holders, likely ballooning the share count to about 5 billion from 1.1 billion.

The warrants will allow Paramount's public holders to participate alongside the Ellison control group and their investor partners in the billion equity raise. They are also a bit of a consolation prize for that dilution.

Paramount plans to issue about 470 million warrants to its public shareholders (other than the Ellison-led group), with investors getting one warrant for every share owned. A warrant is a long-term call option that gives the holder the right to buy the underlying shares at a set price for a predetermined period.

The warrants likely will have an exercise price of $12 a share-the same as the equity offering's price-and investors will have 10 years to exercise them. Their record date is Monday, and they are due to be issued and start trading on the New York Stock Exchange on Oct. 13.

There have been some estimates that the warrants could trade around $3 each on the NYSE after issuance. They wouldn't have intrinsic value, however, since the exercise price of $12 a share is above the stock's current price. But the warrants likely will have value because of the possibility that Paramount stock will rally over the next 10 years.

Barron's came up with an estimated value of $3 per warrant using a Bloomberg calculator with a 30% annualized volatility assumption on the stock. The warrants can be redeemed after three years if Paramount stock trades above $30.

It will be interesting to see how Paramount stock trades once the warrants are issued. The stock probably will trade down to reflect the warrant issuance, but whether it drops by the full value of the warrants remains to be seen. The estimated warrant value accounts for a sizable share of the stock's current price.

However, one downside of the warrants is their issuance will probably be a taxable event for Paramount holders.

"I don't believe the distribution will be tax-free to U.S. investors or, for that matter, to foreign investors," New York tax expert Robert Willens told Barron's in an email. Willens says the transaction likely will be treated as a taxable distribution of property under Internal Revenue Service rules rather than a tax-free stock dividend.

In writing about the coming debt and equity financing in late September, Seaport Research Partners analyst David Joyce wrote that he is cautious on the stock and carries a Neutral rating.

"There is significant imminent dilution from the $47B of Ellison & Group cash infusion...which should result in 3.92 billion incremental shares, taking the company to 5.037 billion," he wrote.

The company's high leverage, with about $79 billion of net debt, is also a concern for Joyce. He estimates the company will have an estimated ratio of debt to Ebitda (earnings before interest, taxes, depreciation and amortization) of 7.3 times.

Wall Street analysts are cool to Paramount. Of the 25 analysts covering the company tracked by Bloomberg, 10 carry Sell ratings and 12 rate it at Neutral. Only three say it's a buy.

 

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