Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
Paramount Skydance pushes tender and exchange offer deadlines to mid-September 2026, with settlement timed around the planned WBD acquisition close.
Rhea-AI Summary
Paramount Skydance Corporation (PSKY) has extended the expiration dates for its previously announced cash tender offers and exchange offers for specified notes issued by Warner Bros. Discovery subsidiaries to 5:00 p.m., New York City time, on September 18, 2026, unless further extended.
Settlement for the tender and exchange offers is expected to occur promptly after the expiration date and is currently anticipated in the third quarter of 2026. Paramount anticipates further extensions so that settlement occurs on or shortly after the closing of its proposed acquisition of Warner Bros. Discovery. As of 5:00 p.m., New York City time, on September 4, 2026, approximately 66.28% of the aggregate principal amount of existing tender offer notes and 75.31% of existing exchange offer notes had been validly tendered. Holders may withdraw tenders at any time prior to the expiration date.
Positive
- 66.28% of existing tender offer notes tendered as of September 4, 2026
- 75.31% of existing exchange offer notes tendered as of September 4, 2026
Negative
- None.
News Explained
The offers remain unsettled: Paramount would pay cash for eligible notes issued by WBD entities and issue new Paramount notes for notes accepted in the exchange offers, so the disclosure concerns proposed debt purchases and replacement rather than a completed transaction.
Details
News Market Reaction – PSKY
In the Sep 8 session, PSKY declined 0.46%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
- Offer expiration
- 5:00 p.m. on September 18, 2026
- Tender Offers and Exchange Offers, unless further extended
- Settlement timing
- Third quarter of 2026
- Currently anticipated promptly after the Expiration Date
- Tendered Existing Tender Offer Notes
- 66.28%
- Aggregate principal amount validly tendered as of September 4, 2026
- Tendered Existing Exchange Offer Notes
- 75.31%
- Aggregate principal amount validly tendered as of September 4, 2026
Key Terms
tender offers financial
exchange offers financial
qualified institutional buyers financial
rule 144a regulatory
regulation s 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 US25470DCP24 | |
Exchange Offer |
| DCL Issuer | 25470D CQ0 US25470DCQ07 | |
Exchange Offer |
| DCL Issuer | 25470D CR8 US25470DCR89 | |
Exchange Offer |
| DCL Issuer | 25470D CS6 US25470DCS62 | |
Exchange Offer |
| DCL Issuer | 25470D CT4 US25470DCT46 | |
Exchange Offer |
| DCL Issuer | 25470D CU1 US25470DCU19 | |
Exchange Offer |
| DCL Issuer | 25470D V91 | |
Exchange Offer |
| DCL Issuer | 25470D W74 | |
Exchange Offer |
| DCL Issuer | 25470D X57 | |
Tender Offer |
| DGH Issuer | 254948 AH5 US254948AH58 254948 AN2 US254948AN27 U25483 AA3 USU25483AA38 | |
Exchange Offer |
| DGH Issuer | 254948 AJ1 US254948AJ15 254948 AP7 US254948AP74 U25483 AB1 USU25483AB11 | |
Exchange Offer |
| DGH Issuer | 254948 AK8 US254948AK87 254948 AQ5 US254948AQ57 | |
Exchange Offer |
| DGH Issuer | 254948 AL6 US254948AL60 254948 AR3 US254948AR31 U25483 AD7 USU25483AD76 | |
Exchange Offer |
| DGH Issuer | 254948 AM4 US254948AM44 254948 AS1 US254948AS14 | |
Exchange Offer |
| DGH Issuer | XS3393993285 339399328 | |
Exchange Offer |
| DGH Issuer | XS3393994507 339399450 |
__________ | |
(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 June 30, 2026, filed with the SEC on August 4, 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 June 30, 2026, filed with the SEC on August 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.
View original content:https://www.prnewswire.com/news-releases/paramount-skydance-corporation-announces-extension-of-expiration-dates-of-previously-announced-exchange-offers-and-tender-offers-302871468.html
SOURCE Paramount Skydance Corporation
FAQ
Which notes are eligible to participate in Paramount Skydance's tender and exchange offers?
The offers cover multiple series of senior notes issued by Discovery Communications, LLC and Discovery Global Holdings, Inc., including U.S. dollar notes such as 3.950% Senior Notes due 2028, 3.755% Senior Notes due 2027, 4.054% Senior Notes due 2029, 4.279% Senior Notes due 2032, 5.050% Senior Notes due 2042, 5.141% Senior Notes due 2052, and various longer-dated DCL notes, as well as euro-denominated 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033.
Who is eligible to participate in the exchange offers for the Warner Bros. Discovery notes?
The exchange offers are open only to holders of the applicable existing exchange offer notes who are reasonably believed to be "qualified institutional buyers" under Rule 144A or are not "U.S. persons" under Regulation S. These Eligible Holders must complete and return an eligibility certification, available electronically at https://gbsc-usa.com/eligibility/paramount, to receive the offering memorandum and participate.
Can noteholders withdraw tenders made in Paramount Skydance's offers?
Holders of offer notes may withdraw their tenders at any time prior to the applicable expiration date. After the expiration date, tenders will be irrevocable except in limited circumstances described in the offer to purchase or exchange offer memorandum, in line with applicable law.
Are the tender and exchange offers dependent on each other or on all series being completed?
Each tender or exchange offer is a separate offer that may be individually consummated, amended, extended, terminated, or withdrawn at Paramount's sole discretion, subject to conditions and applicable law, without taking the same action for any other offer or note series.
Are the exchange offers registered with the SEC or state regulators?
The exchange offers are being conducted under exemptions from the registration requirements of the U.S. Securities Act of 1933 and are not registered under U.S. state or foreign securities laws. Any securities issued in the exchange offers may not be offered or sold in the United States or to U.S. persons without an applicable registration exemption.
Who is managing and administering Paramount Skydance's tender and exchange offers?
Global Bondholder Services Corporation is serving as both exchange agent and information agent for the offers. BofA Securities and Citigroup are acting as dealer managers. Contact details for telephone and email inquiries are provided in the offer materials and at https://gbsc-usa.com/paramount.