Paramount plans to shift the listing of its Class B shares from the Nasdaq to the New York Stock Exchange in early October, although the timetable could change because of uncertainty surrounding its pending $110 billion merger with Warner Bros. Discovery.
Under the current schedule, listing and trading of Paramount’s Class B common stock on the Nasdaq will end at the market close on October 5. Trading is then expected to begin on the NYSE on October 6.
Paramount disclosed the plan in an SEC filing on Friday, the same day its board of directors authorized the move. The company emphasized that it could postpone or cancel the transfer depending on the timing of the WBD transaction.
“The ultimate timing for the closing of the WBD merger, if any, is not yet certain,” Paramount said in the filing, noting that the deal remains subject to additional closing conditions.
Merger timetable remains a key variable
The planned exchange change comes as Paramount works toward completing the Warner Bros. Discovery combination. CEO David Ellison told employees on Monday that the merger was tentatively on track to close roughly two weeks later, following legal settlements with state attorneys general and the Writers Guild of America.
If that tentative timetable holds, the merger would close on October 5 — the same day Paramount currently expects trading of its Class B shares on the Nasdaq to end.
A federal judge is scheduled to hold a hearing on Monday to review the settlement and hear from the parties involved in the suits. The hearing had originally been set for Thursday of this week before being postponed.
The Block the Merger coalition and other opponents have submitted amicus briefs renewing their objections. The judge has the authority to revise the settlement’s terms or reject it, although outright rejection has been rare.
Federal regulators had already approved the transaction. Under the legal settlement, Paramount is not being required to sell assets or make structural changes as part of the takeover, a result that surprised many observers of the case.
Instead, the company is making financial commitments involving domestic production and worker retraining. It has also made pledges concerning the number of theatrical releases each year and separate pay-TV negotiations with distributors.
Those commitments are governed by a consent decree lasting five years. The arrangement has drawn criticism in recent days, particularly because of the perceived leverage held by the plaintiffs after they filed suit in mid-July.
A costly deadline approaches
The calendar carries significant financial consequences for Paramount. If the deal does not close by October 1, the company has agreed to pay Warner Bros. Discovery shareholders a $7 million daily “ticking fee.”
Paramount volunteered that provision earlier this year as an incentive while seeking to outmaneuver Netflix in the pursuit of WBD.
The merger’s timing and settlement terms have surprised the industry since the legal truce was reached. The combination would bring two century-old studios, HBO and CBS under one corporate roof. It would also give Warner Bros. its fourth corporate owner in eight years.
Both the Nasdaq and the NYSE already carry media and entertainment companies. The Nasdaq has historically had a heavier concentration of technology businesses, including Netflix, while shares of The Walt Disney Co. trade on the NYSE.
What Happens Next?
Paramount currently expects its Class B shares to begin trading on the NYSE on October 6, but the pending merger could still disrupt that schedule. The company also expects to distribute warrants to purchase Class B shares on October 13, an action that depends on the WBD merger having closed.
The federal court hearing and the ultimate completion date of the transaction will therefore remain central to both the stock-listing move and the planned warrant distribution. Paramount has left itself room to delay or abandon the exchange transfer if the merger timeline changes.