Paramount Skydance Corporation Announces Results of Warner Bros.' Consent Solicitations

Rhea-AI Summary

Paramount Skydance (NASDAQ: PSKY) reported that Warner Bros Discovery received requisite consents for amendments to indentures governing its senior unsecured notes, tied to Paramount’s proposed acquisition of WBD.

About $12.1B and €0.6B of WBD notes are eligible for Exchange Offers and $2.4B for Tender Offers, expiring June 17, 2026, subject to the acquisition closing.

Positive

• Requisite consents obtained for amendments to all three existing WBD indentures
• About $12.1B of WBD notes eligible to participate in Exchange Offers
• Around €0.6B of euro-denominated WBD notes eligible for Exchange Offers
• Approximately $2.4B of WBD notes eligible for cash Tender Offers

Negative

• Approximately $2.5B of WBD unsecured notes are not subject to the Offers
• Roughly $0.1B of eligible WBD notes did not deliver consents
• Settlement of Exchange and Tender Offers is conditioned on closing of the WBD acquisition

News Market Reaction – PSKY

+2.41%

+2.41% Session close to close

In the May 27 session, PSKY gained 2.41%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement provides a detailed update on Paramount Skydance’s debt-side preparations for its ...

Analysis

This announcement provides a detailed update on Paramount Skydance’s debt-side preparations for its proposed Warner Bros. Discovery acquisition. With Requisite Consents secured and about $12.1 billion of WBD Notes eligible for Exchange Offers plus $2.4 billion for Tender Offers, it clarifies how existing WBD debt may transition. Investors can contextualize this against PSKY’s pre‑news price near $10.37, well below its 200-day MA of $13.31 and more than 50% under its 52-week high, when assessing ongoing deal and financing developments.

Key Figures

WBD Notes for Exchange Offers: $12.1 billion Euro Notes for Exchange Offers: €0.6 billion WBD Notes for Tender Offers: $2.4 billion +5 more

8 metrics

WBD Notes for Exchange Offers $12.1 billion Aggregate WBD Notes eligible to participate in Exchange Offers

Euro Notes for Exchange Offers €0.6 billion Aggregate euro-denominated WBD Notes eligible for Exchange Offers

WBD Notes for Tender Offers $2.4 billion Aggregate WBD Notes eligible to participate in Tender Offers

WBD Notes not in Offers $2.5 billion Unsecured WBD notes not subject to Exchange or Tender Offers

Eligible but no consents $0.1 billion WBD Notes that did not validly deliver consents

Consent record date May 26, 2026 Date supplemental indentures were executed upon Requisite Consents

Payment date expectation On or about May 29, 2026 Expected payment date when amendments become operative

Offers expiration 5:00 p.m. June 17, 2026 Scheduled expiration time for Exchange and Tender Offers

Historical Context

5 past events · Latest: May 19 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 19	Debt offer launch	Positive	+1.5%	Announced cash tender and exchange offers for WBD notes tied to acquisition.
May 13	Content greenlight	Positive	-2.1%	BET greenlit new mockumentary series within Paramount ecosystem.
May 07	Film partnership	Positive	-1.4%	Multi-year partnership with Warner Music Group for theatrical films.
May 07	Conference appearance	Neutral	-1.4%	CFO participation in MoffettNathanson investor conference webcast.
May 04	Q1 2026 earnings	Positive	-4.2%	Reported Q1 2026 financials and hosted earnings webcast.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent WBD-related financing and deal headlines have coincided with both modest gains and declines, with no clear directional pattern yet.

Recent Company History

Over the last two months, Paramount Skydance has focused on transformative steps tied to its proposed acquisition of Warner Bros. Discovery. On May 19, it launched cash tender and exchange offers for WBD notes, while earlier filings on financing and credit facilities detailed large, acquisition-linked capital plans. Alongside this, Paramount reported Q1 2026 results and continued content and partnership announcements. Price reactions to these diverse catalysts (deal, financial, and programming news) have alternated between small gains and declines, suggesting mixed but measured investor responses so far.

Key Terms

consent solicitations, tender offers, exchange offers, indentures, +3 more

7 terms

consent solicitations regulatory

"requisite consents ("Requisite Consents") pursuant to the previously-announced consent solicitations"

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

tender offers financial

"commenced offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

exchange offers financial

"offers to exchange (the "Exchange Offers" and each, an "Exchange Offer")"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

indentures regulatory

"proposed amendments (the "Proposed Amendments") with respect to each of the indentures"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

senior unsecured notes financial

"governing the WBD Issuers' respective senior unsecured notes (the "WBD Notes")"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

Rule 144A regulatory

"reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

LOS ANGELES and NEW YORK, May 27, 2026 /PRNewswire/ -- PARAMOUNT SKYDANCE CORPORATION (NASDAQ: PSKY) ("Paramount"). Warner Bros. Discovery, Inc. ("WBD") today announced it has received the requisite consents ("Requisite Consents") pursuant to the previously-announced consent solicitations (the "Consent Solicitations") conducted by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the "DGH Issuer") and Discovery Communications, LLC (the "DCL Issuer" and together with the DGH Issuer, each a "WBD Issuer" and collectively the "WBD Issuers") to adopt certain proposed amendments (the "Proposed Amendments") with respect to each of the indentures (the "Existing WBD Indentures") governing the WBD Issuers' respective senior unsecured notes (the "WBD Notes"). WBD announced that supplemental indentures to all three Existing WBD Indentures effectuating the Proposed Amendments were executed on May 26, 2026 in connection with the receipt of Requisite Consents and became effective at the time of execution, but will only become operative upon the payment date of the Consent Solicitations, which is expected to occur on or about May 29, 2026.

The Consent Solicitations were conducted in connection with the proposed acquisition (the "Acquisition") by Paramount of WBD. Concurrently with the Consent Solicitations, Paramount separately commenced offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), certain WBD Notes and offers to exchange (the "Exchange Offers" and each, an "Exchange Offer", and together with the Tender Offers, the "Offers"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), certain WBD Notes. The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers.

In order to be eligible to participate in the Exchange Offers and the Tender Offers, holders of WBD Notes subject to such Offers were required to deliver consents in the Consent Solicitations. As a result of the consents validly delivered and not validly revoked in connection with the Consent Solicitations, approximately $12.1 billion and approximately €0.6 billion of WBD Notes will be eligible to participate in the Exchange Offers and approximately $2.4 billion of WBD Notes will be eligible to participate in the Tender Offers. In addition, $2.5 billion of WBD's unsecured notes are not subject to the Exchange Offers or the Tender Offers and approximately $0.1 billion of WBD Notes that were eligible for the Offers if they had delivered consents did not validly deliver consents in the Consent Solicitations.

Information about each series of WBD Notes, including the results of the Consent Solicitations for WBD Notes eligible to participate in the Offers, is summarized below.

WBD Notes	Aggregate Principal Amount Outstanding	CUSIP No. / Common Code / ISIN Eligible to Participate in Consent Solicitation and Concurrent Paramount Offers (1)	Aggregate Principal Amount of WBD Notes with Consents Delivered Eligible to Participate in Offers (2)
3.950% Senior Notes due 2028	$1,389,365,000	25470D BS7 US25470DBS71	$1,234,458,000
4.125% Senior Notes due 2029	$750,000,000	25470D CA5 US25470DCA54	$655,825,000
3.625% Senior Notes due 2030	$1,000,000,000	25470D CC1 US25470DCC11	$914,183,000
5.000% Senior Notes due 2037	$548,132,000	25470D BY4 US25470DBY40	$453,281,000
6.350% Senior Notes due 2040	$657,994,000	25470D BZ1 US25470DBZ15	$438,102,000
4.950% Senior Notes due 2042	$218,508,000	25470D BW8 US25470DBW83	$130,366,000
4.875% Senior Notes due 2043	$214,974,000	25470D BX6 US25470DBX66	$141,584,000
5.200% Senior Notes due 2047	$152,103,000	25470D BV0 US25470DBV01	$3,161,000
5.300% Senior Notes due 2049	$279,031,000	25470D BU2 US25470DBU28	$247,860,000
3.755% Senior Notes due 2027	$1,350,039,000	55903V BL6 US55903VBL62 55903VBK8 US55903VBK89 U55632 AM2 USU55632AM23	$1,189,336,000
4.054% Senior Notes due 2029	$1,500,000,000	55903V BY8 US55903VBY83 55903VBX0 US55903VBX01 U55632 AT7 USU55632AT75	$1,353,828,000
4.279% Senior Notes due 2032	$3,012,152,000	55903V BQ5 US55903VBQ59 55903V BP7 US55903VBP76	$2,691,764,000
5.050% Senior Notes due 2042	$4,301,142,000	55903V BW2 US55903VBW28 55903V BV4 US55903VBV45 U55632 AS9 USU55632AS92	$4,104,687,000
5.141% Senior Notes due 2052	$1,080,704,000	55903V BU6 US55903VBU61 55903V BT9 US55903VBT98	$949,883,000
4.302% Senior Notes due 2030	€301,077,000	XS3099830765 309983076	€234,382,000
4.693% Senior Notes due 2033	€395,568,000	XS3099829593 309982959	€316,641,000

(1)	No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the WBD Notes. Such identifiers are provided solely for the convenience of the holders.
(2)	Represents the aggregate principal amount of WBD Notes outstanding for which consents had been validly delivered and had not been validly revoked as of 5:00 p.m., New York City time, on May 26, 2026, that are eligible to participate in the Offers.

The Exchange Offers and Tender Offers will expire at 5:00 p.m., New York City time, on June 17, 2026, subject to extension (the "Expiration Date"), and settlement of the Exchange Offers and Tender Offers is conditioned on the closing of the Acquisition. Paramount currently anticipates extending the expiration date for such Exchange Offers and Tender Offers until the time of the consummation of the Acquisition. Tenders of WBD Notes in the Exchange Offers and the Tender Offers may be withdrawn at any time prior to the Expiration Date.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable WBD Notes who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933 or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act (such holders, "Eligible Holders"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

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 WBD Notes subject to the Offers (the "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 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount. 

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.

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 WBD Issuers' ability to settle the Consent Solicitations on the terms described herein or at all; 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.

Media Contacts:
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.com 

Brunswick Group
ParamountSkydance@brunswickgroup.com 

Gagnier Communications
Dan Gagnier
dg@gagnierfc.com 

Investor Contacts:
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas@paramount.com

 

View original content:https://www.prnewswire.com/news-releases/paramount-skydance-corporation-announces-results-of-warner-bros-consent-solicitations-302783132.html

SOURCE Paramount Skydance Corporation

FAQ

What did Paramount Skydance (NASDAQ: PSKY) announce about Warner Bros consent solicitations on May 27, 2026?

Paramount Skydance announced that Warner Bros Discovery obtained requisite consents to amend indentures for its senior unsecured notes. According to Paramount, these consents support related Exchange and Tender Offers tied to Paramount’s proposed acquisition of WBD.

How much Warner Bros Discovery debt is eligible for Paramount Skydance (PSKY) Exchange Offers?

Approximately $12.1 billion and €0.6 billion of WBD notes are eligible for the Exchange Offers. According to Paramount, these notes had valid consents delivered and not revoked by May 26, 2026, making them eligible to be exchanged under the offering documents.

What is the size of Warner Bros debt eligible for Paramount Skydance (PSKY) Tender Offers?

About $2.4 billion of WBD notes are eligible to participate in Paramount’s cash Tender Offers. According to Paramount, this amount reflects notes where holders delivered valid consents in the related consent solicitations and can now be tendered for cash consideration.

When do Paramount Skydance’s Exchange and Tender Offers for WBD notes expire?

The Exchange Offers and Tender Offers are scheduled to expire at 5:00 p.m. New York City time on June 17, 2026. According to Paramount, this Expiration Date may be extended, and settlement is conditioned on closing the WBD acquisition.

Are Paramount Skydance (PSKY) Exchange Offers for WBD notes registered with the SEC?

The Exchange Offers are not registered with the SEC and rely on exemptions from Securities Act registration. According to Paramount, only Eligible Holders who are qualified institutional buyers or non-U.S. persons may participate after completing an eligibility certification process.

Who can participate in Paramount Skydance’s Exchange Offers for Warner Bros Discovery notes?

Participation is limited to Eligible Holders that are qualified institutional buyers or non-U.S. persons under Securities Act rules. According to Paramount, only such holders who complete and return an eligibility certification may review the Offering Memorandum and exchange their WBD notes.