Paramount Skydance Corporation Announces the Launch of Bill Issuance

Los Angeles and New York, September 28th / PRNewswire / -- Paramount Skydance Corporation (Nasdaq ticker: PSKY, hereinafter referred to as the "Company") announced today its plan to issue approximately $44.4 billion in principal amount of U.S.-dollar denominated senior secured first lien notes, as well as U.S.-dollar and euro-denominated senior secured second lien notes (collectively referred to as "notes"). The aforementioned notes will be issued to qualified institutional buyers in accordance with Section 144A of the U.S. Securities Act of 1933 (as amended), and to non-U.S. persons outside of the United States, and must comply with Regulation S under that act. The completion of the note issuance is subject to market and other conditions.

The company stated that it intends to use the net proceeds from the issuance of notes, along with cash on hand, borrowings under previously announced term loan financing, and the net proceeds from previously announced equity financing, for other purposes. This includes providing funds for the purchase of Warner Bros, Discovery, and Inc (Nasdaq ticker: WBD, hereinafter referred to as “WBD”), as well as for repaying some of the existing debts. The terms of the proposed note issuance, including but not limited to the principal amount, interest rate, currency, and maturity date of each series of notes, as well as the completion of the acquisition, are subject to certain significant conditions. There is no guarantee that the company will be able to complete any of these transactions according to the expected terms or timeline, or that they will be completed at all. The completion of the note issuance is not a prerequisite for the completion of the acquisition.

These notes and related guarantees are issued and sold in accordance with the exemptions from the registration requirements of the Securities Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission (SEC), and they are not registered under any state or foreign securities laws. The notes are issued only to the following persons: (a) persons who are reasonably considered to be “qualified institutional buyers” as defined under Section 144A of the Securities Act; or (b) persons who are not “U.S. persons” as defined under Section 902 of the Securities Act. Except for the notes with the first lien priority guarantee, which will enjoy registration rights, these notes have not been registered under the Securities Act or any state securities laws and will not be registered; they may not be issued or sold within the United States unless registration is completed or an exemption from registration under the Securities Act and relevant state laws is applicable. This press release is for informational purposes only and does not constitute an offer to sell or an invitation to purchase, nor does it constitute an offer, invitation, or sale of any securities in any jurisdiction where such an offer, invitation, or sale would be illegal.

Regarding Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a new-generation global media and entertainment company with its business divided into three segments: production, direct-to-consumer services, and television media. The brand portfolio of PSKY encompasses well-known brands such as Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount, Pluto TV, as well as Skydance Animation, films, television, interactive/gaming, and Paramount Sports Entertainment.

PSKY-IR

Warning Regarding Forward-Looking Statements

This communication contains “forward-looking statements” regarding several matters, including the possible acquisition of WBD (including its terms and timing), as well as the proposed financing related to that acquisition, including the completion of the note issuance and the proposed terms. Readers are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If the underlying assumptions prove to be inaccurate, or if known or unknown risks or uncertainties materialize, actual results may differ significantly from the company’s or WBD’s expectations and projections.Risks and uncertainties include, but are not limited to: the conditions for the delivery of acquisitions or bond issuances may not be met; transactions may not be completed within the expected time frame, or may not be completed at all; during the transaction period, the company's or WBD's business may be adversely affected, such as through employee turnover or management being distracted from operational activities; risks associated with shareholder litigation related to acquisitions, including resulting costs or delays; if the transaction is completed, the anticipated benefits and opportunities may not be realized, or the realization time may be longer than expected; risks related to the company's streaming media business; adverse effects on the company's advertising revenue due to changes in consumer behavior, advertising market conditions, and insufficient audience measurement; risks of operating in a highly competitive and dynamically changing industry; unpredictable consumer behavior, as well as ongoing evolution of technology and distribution models; risks associated with the company's investment in new businesses, products, services, technologies, and changes in business strategy; potential loss of broadcasting rights in content distribution, and impacts from other reductions or related negotiations; damage to the company's reputation or brand; losses due to impairment provisions for goodwill, content, and long-term assets (including intangible assets with limited lifespans); liabilities related to the termination of operations and previous businesses; increasingly stringent scrutiny and changing expectations for sustainability initiatives; evolving risks related to business continuity, network security, privacy, data protection, and similar aspects; challenges in protecting and maintaining intellectual property; domestic and international political, economic, and regulatory factors that affect the company's business or acquisitions; inability to recruit or retain key employees or creative talent; interruptions in company operations due to labor disputes; risks and costs associated with integrating the businesses of Paramount Global, Skydance Media, LLC, and WBD and successfully achieving the expected synergies, including the amount or timeline for realizing these synergies; and risks related to the transactions between Paramount Global and Skydance Media on July 7, 2024.Litigation related to the transaction agreements signed by LLC may result in significant costs; fluctuations in the price of the company's Class B common stock; the impact of a dual-class share structure and concentrated shareholding on the price of Class B common stock or business operations; risks associated with privately selling controlling interests to third parties, including the possibility that company shareholders may not receive any control premium from Class B common stock, and the company may come under control of currently unknown third parties; the company's status as a "controlled company" under NASDAQ rules and its exemption from certain corporate governance requirements; risks related to the lack of voting rights for Class B common stock; the company's revised and restated articles of association and Delaware law's anti-takeover provisions may hinder, delay, or prevent changes in control; exclusive jurisdiction clauses in the articles of association may limit shareholders' rights to choose courts for certain claims and suppress lawsuits against company directors and executives; company opportunity clauses in the articles of association may allow certain individuals to pursue competitive opportunities that would otherwise belong to the company; risks related to the company's holding company structure, including its dependence on subsidiaries to meet tax obligations and other cash needs; risks related to the company's debt, including substantial outstanding debt; risks related to the company's ability to further borrow and its ability to meet financial and other contractual obligations under debt agreements; as well as risks related to the company's ability to deleverage its operations according to management objectives, including assumptions, uncertainties, and contingent matters that may affect its debt reduction capabilities; risks related to management's ability to implement strategic plans and improve financial conditions and operating cash flows; and risks related to the company's potential need to raise capital or other financing after an acquisition to reduce debt.For further listings and descriptions of these risks, uncertainties, and other factors, as well as the general risks of the company's and WBD's respective businesses, please refer to the company's 10-K annual report for the fiscal year ending December 31, 2025, submitted to SEC on February 25, 2026; the 10-Q quarterly report for the quarter ending June 30, 2026, submitted to SEC on August 4, 2026 (including the sections titled "Caution Regarding Forward-Looking Statements" and "Item 1A. Risk Factors"); and subsequent documents submitted by the company to SEC. Additionally, please refer to WBD's 10-K annual report for the fiscal year ending December 31, 2025, submitted to SEC on February 27, 2026; the 10-Q quarterly report for the quarter ending June 30, 2026, submitted to SEC on August 6, 2026 (including the same sections); and subsequent documents submitted by WBD to SEC. These documents and subsequent ones can be obtained online at www.sec.gov, ir.paramount.com, ir.wbd.com, or by requesting them from the company or WBD. Except as required by law, the company does not undertake any obligation to update any forward-looking statements due to new information or future events or developments.