Paramount To Move Its Class B Shares From Nasdaq To New York Stock Exchange In Early October

Paramount said Friday it plans to start moving the listing of its Class B shares from the Nasdaq to the New York Stock Exchange in early October.

Noting the still-pending $110 billion merger with Warner Bros. Discovery as a key variable, the company said in an SEC filing that the date of the shift could be subject to change. As of now, listing and trading of Class B common stock will end as of the close of the market on October 5 and begin on the NYSE on October 6.

CEO David Ellison told employees on Monday after legal settlements were reached with state attorneys general and the Writers Guild of America that the merger was tentatively on track to close about two weeks from that date. If that timeline holds up, that would put the close on October 5.

Both the Nasdaq and the NYSE have media and entertainment listings. The Nasdaq has long been more weighted toward tech companies, including Netflix. The Walt Disney Co.’s shares are among those traded on the NYSE.

A federal judge is scheduled to preside over a hearing on Monday to review the settlement and hear from the parties in the suits, with the hearing pushed back from its original date on Thursday of this week. The Block the Merger coalition and other opponents of the deal have filed amicus briefs reiterating their objections. The judge can alter terms of the settlement or even reject it outright, though instances of the latter have been rare.

If the deal is not closed by October 1, Paramount has agreed to pay WBD shareholders a $7 million per day “ticking fee.” The fee was a sweetener it volunteered earlier this year as a way of outmaneuvering Netflix in its pursuit of WBD.

Since the legal truce was declared, the industry has been reeling given that the timing and the terms of the settlement were both surprising. The combination will redraw the Hollywood map, putting two century-old studios, HBO and CBS under one roof and giving Warner Bros. its fourth corporate owner in the past eight years.

To the surprise of many observers of the case, Paramount is not being required to sell assets or make structural changes as part of the takeover. They are instead making financial commitments to domestic production, worker retraining as well as pledges regarding the number of annual theatrical releases and conducting separate pay-TV negotiations with distributors. The consent decree governing those commitments, which lasts five years, has prompted criticism in recent days given the perceived leverage of the plaintiffs since they filed suit in mid-July. Federal regulators had already approved the transaction.

Paramount said in Friday’s filing that its board of directors on Friday had authorized the stock move. The company expects to distribute warrants to purchase Class B shares on October 13, though that action will depend on the merger being closed.

The merger “is subject to further closing conditions, and the ultimate timing for the closing of the WBD merger, if any, is not yet certain,” the filing noted. As a result, the company said it may choose to cancel or postpone the move.