Paramount Skydance Corporation Announces: Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
Rhea-AI Summary
Paramount Skydance (NASDAQ: PSKY) extended the expiration dates of its previously announced cash tender offers and exchange offers for certain Warner Bros Discovery issuer notes to 5:00 p.m. New York City time, July 1, 2026, unless further extended.
Settlement is expected in Q3 2026 and is anticipated to coincide with, or occur within one business day of, the closing of the proposed acquisition of Warner Bros Discovery. As of June 11, 2026, about 11.12% of eligible tender offer notes and 16.30% of eligible exchange offer notes had been validly tendered. The exchange offers rely on Securities Act exemptions and are limited to eligible institutional and non US holders.
Positive
- Expiration dates for the tender and exchange offers extended to July 1, 2026
- Settlement dates anticipated to align with closing of the proposed Warner Bros Discovery acquisition
- Offers cover numerous WBD issuer note series, including $4.10 billion 5.050% notes due 2042
- Holders may withdraw tenders of offer notes any time before the expiration date
Negative
- Only 11.12% of existing tender offer notes had been tendered as of June 11, 2026
- Only 16.30% of existing exchange offer notes had been tendered as of June 11, 2026
News Market Reaction – PSKY
In the Jun 12 session, PSKY declined 0.19%, reflecting a mild negative market reaction. Argus tracked a peak move of +3.4% during that session. Our momentum scanner triggered 6 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 04 | UFC rights partnership | Positive | +2.2% | Expanded UFC media rights deal making Paramount+ home for UFC events in Canada. |
| Jun 01 | Marketing promotion | Positive | +3.5% | Anniversary promotion at Yaamava’ Resort & Casino with themed giveaway and events. |
| May 27 | Consent solicitations | Positive | +2.4% | Warner Bros. Discovery noteholders granted consents tied to WBD acquisition plans. |
| May 19 | Tender/exchange offers | Positive | +1.5% | Launch of cash tender and exchange offers for WBD-related notes linked to acquisition. |
| May 13 | Series greenlight | Positive | -2.1% | BET greenlit new mockumentary series produced under the Paramount umbrella. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent corporate and deal-related headlines have generally seen positive price reactions, particularly around the Warner Bros. Discovery acquisition and strategic partnerships.
Over the past month, PSKY has reported several developments tied to its proposed acquisition of Warner Bros. Discovery and broader content strategy. On May 19 and May 27, the company announced tender and exchange offers and related consent results, each followed by modest gains. More recently, a UFC rights expansion for Canada and promotional initiatives at Yaamava’ Resort & Casino coincided with additional positive moves. Today’s extension of exchange and tender offer deadlines fits into this ongoing financing and integration roadmap around the planned WBD acquisition.
Key Terms
tender offer financial
exchange offer financial
senior notes financial
rule 144a regulatory
regulation s regulatory
qualified institutional buyers financial
u.s. persons regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m.,
As of 5:00 p.m.,
Information about each series of Offer Notes eligible to participate in the Offers is summarized below.
Type of Offer | Offer Notes to be Tendered | Issuer of Offer Notes | CUSIP No. / Common Code | Aggregate Principal |
Tender Offer |
| DCL Issuer | 25470D CP2 | |
Exchange Offer |
| DCL Issuer | 25470D CQ0 | |
Exchange Offer |
| DCL Issuer | 25470D CR8 | |
Exchange Offer |
| DCL Issuer | 25470D CS6 | |
Exchange Offer |
| DCL Issuer | 25470D CT4 | |
Exchange Offer |
| DCL Issuer | 25470D CU1 | |
Exchange Offer |
| DCL Issuer | 25470D V91 | |
Exchange Offer |
| DCL Issuer | 25470D W74 | |
Exchange Offer |
| DCL Issuer | 25470D X57 | |
Tender Offer |
| DGH Issuer | 254948 AH5 | |
Exchange Offer |
| DGH Issuer | 254948 AJ1 | |
Exchange Offer |
| DGH Issuer | 254948 AK8 | |
Exchange Offer |
| DGH Issuer | 254948 AL6 | |
Exchange Offer |
| DGH Issuer | 254948 AM4 | |
Exchange Offer |
| DGH Issuer | XS3393993285 | |
Exchange Offer |
| DGH Issuer | XS3393994507 |
__________ | |
1. | No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders. |
2. | Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers. |
The Exchange Offers are being made pursuant to an exemption from the registration requirements of the
General
Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.
The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.
Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (
Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
PSKY-IR
Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
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SOURCE Paramount Skydance Corporation