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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 22, 2026
Paramount Skydance Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42791 |
|
99-3917985 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
1515 Broadway
New York, New York |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 258-6000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Class B Common Stock, $0.001 par value |
|
PSKY |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 7.01 |
Regulation FD Disclosure. |
As previously disclosed, Warner Bros. Discovery,
Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince
Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of
Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger,
Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY (the “Merger”).
In connection with the Merger, on June 20, 2026,
at 12:00 a.m., Eastern Time, the statutory waiting period under section 123(1)(b) of the Competition Act (Canada) in respect of the Merger
expired. The expiration of this waiting period means there is no statutory impediment in Canada under the Competition Act (Canada) to
closing the Merger.
In addition, on June 19, 2026, the Competition
Commission of South Africa approved the Merger.
The completion of the Merger remains subject to
certain other conditions, including regulatory clearance in other relevant jurisdictions.
PSKY continues to engage constructively with antitrust
enforcers and other regulators around the world to secure regulatory clearances and approvals necessary for the Merger.
Cautionary Note Concerning Forward-Looking
Statements
This communication contains “forward-looking
statements” regarding the Merger. 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 PSKY or WBD. Risks and uncertainties include,
but are not limited to: the risk that the closing conditions for the Merger will not be satisfied, including the risk that clearances
under applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the
expected timeframe or at all; potential adverse effects to the businesses of PSKY or WBD during the pendency of the transaction, such
as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction,
including resulting expense or delay; the potential that the expected benefits and opportunities of the Merger, if completed, may not
be realized or may take longer to realize than expected; risks related to PSKY’s streaming business; the adverse impact on PSKY’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 PSKY’s decisions to invest in new businesses, products, services and technologies,
and the evolution of PSKY’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations
for, the distribution of PSKY’s content; damage to PSKY’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 PSKY’s intellectual property rights; domestic
and global political, economic and regulatory factors affecting PSKY’s businesses generally; the inability to hire or retain key
employees or secure creative talent; disruptions to PSKY’s operations as a result of labor disputes; risks and costs associated
with the integration of, and PSKY’s ability to integrate, the businesses of Paramount Global and Skydance successfully and to achieve
anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024,
between Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of PSKY’s Class B common
stock; the effect PSKY’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common
stock or business; risks related to a private sale of a controlling interest in PSKY, including that PSKY’s stockholders may not
realize any change of control premium on shares of PSKY’s Class B common stock and that PSKY may become subject to the control of
a presently unknown third party; risks associated with PSKY’s status as a “controlled company” under Nasdaq rules, including
its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of PSKY’s Class B
common stock; risks that anti-takeover provisions in PSKY’s amended and restated certificate of incorporation (the “Charter”)
and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum
provisions in the Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against PSKY’s
directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive
opportunities that might otherwise be available to PSKY; risks associated with PSKY’s holding company structure, including its dependence
on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to PSKY’s indebtedness,
including PSKY’s substantial outstanding debt obligations; risks related to PSKY’s ability to incur substantially more debt
and PSKY’s ability to meet the financial and other covenants contained in the agreements governing PSKY’s indebtedness; risks
relating to PSKY’s ability to deleverage the business in accordance with management’s targets, including risks arising from
assumptions, uncertainties and contingencies that may affect PSKY’s ability to reduce indebtedness; risks relating to management’s
ability to execute on its strategic plan and improve its financial profile and cash flows from operations; and risks relating to any capital
or other financing PSKY may have to raise in order to reduce its indebtedness following the Merger. A further list and description of
these risks, uncertainties and other factors and the general risks associated with the respective businesses of PSKY and WBD can be found
in PSKY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and PSKY’s
Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, including, in each case, in the sections captioned
“Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and PSKY’s subsequent
filings with the SEC, and WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February
27, 2026, and WBD’s Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each
case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,”
and WBD’s subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov,
ir.wbd.com or on request from PSKY or WBD. PSKY undertakes no obligation to update any forward-looking statement as a result of new information
or future events or developments, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PARAMOUNT SKYDANCE CORPORATION |
| |
|
|
| |
By: |
/s/ Stephanie Kyoko McKinnon |
| |
Name: Stephanie Kyoko McKinnon |
| |
Title: General Counsel and Secretary |
Date: June 22, 2026
