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Warner Bros. Discovery’s (WBD) bondholders have been organized into a coalition by law firm Milbank to negotiate better terms on a debt exchange tied to its $110bn merger with Paramount Skydance. Yesterday, the law firm urged creditors to sign a cooperation pact in order to negotiate collectively before the exchange’s May 26 deadline. The exchange is structured to manage debt related costs arising from the merger, asking existing creditors to swap their notes into new junior bonds secured by assets of the combined entity. The new bonds would rank equally in seniority with the high-yield debt of Paramount expected to fund the acquisition. The main point of contention is the unequal treatment among bondholders. While holders of certain shorter-dated debt would receive a coupon increase in exchange for their notes, holders of longer-dated bonds would get no such benefit. Creditors who refuse to participate face a worse outcome i.e., their claims would be left against a shell company once the deal closes. CreditSights recommended that bondholders accept the deal given the significant downside risk of refusing. It also noted that the tight deadline appears deliberately designed to limit creditors’ ability to organize and push back. With bankers now preparing to launch a $49bn debt sale to finance the Paramount takeover in the coming weeks, the outcome of this bondholder negotiation carries significant weight for how the combined entity’s capital structure ultimately takes shape.
Paramount’s bonds traded stable with its 5.9% 2040s at 74.4, yielding 9.1%. WBD’s 4.279% 2032s were also stable at 91.9, yielding 5.9%.
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