Skydance distributes 471M warrants to shareholders
Approximately 99.15% of eligible exchange-note principal and 98.83% of eligible tender-note principal was tendered.
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Skydance Corporation (SKYD) completed its acquisition of Warner Bros. Discovery on October 6, 2026, and distributed 470,746,773 warrants on October 13 to eligible holders at one warrant per Class B share held on October 5. Each warrant initially covers one Class B share at $12.00; proceeds from cash exercises, if any, are intended for general corporate purposes.
In the exchange offers, Skydance issued $11,983,970,000 and €546,547,000 of senior secured second lien notes. Approximately 99.15% of eligible exchange-note principal was tendered, and Skydance received no cash proceeds. It also purchased $2,395,448,000 principal amount of notes for $2,380,201,732.56 in cash, plus accrued and unpaid interest, after approximately 98.83% of eligible tender-note principal was tendered.
If the junior lien exchange offers are not commenced by March 4, 2027, Discovery Communications, LLC and Discovery Global Holdings, Inc. must pay eligible holders $100 per $1,000 or €100 per €1,000 of applicable notes. Physical warrant exercise requires cash payment when registration and securities-law conditions permit; otherwise, net share settlement applies.
Filing Explained
Warrants are rights, not shares; exercise by some holders can dilute holders who do not exercise.
The debt exchanges have settled and the warrants have been issued; Discovery Communications, LLC and Discovery Global Holdings, Inc. are co-issuers of Skydance’s exchanged notes, which are secured by second-priority liens on substantially all personal property and rank behind its credit facilities and first-lien notes.
Warrants are rights to buy, not shares themselves; shares are delivered on exercise, and a holder who does not exercise while others do can have a lower ownership percentage, absent offsetting changes.
8-K Event Classification
Key Figures
Key Terms
senior secured second lien notes financial
make-whole redemption price financial
Physical Settlement financial
Net Share Settlement financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many SKYD warrants were distributed, and what do they buy?
How much debt did SKYD issue through the exchange offers?
How much did SKYD pay in its tender offers?
When does net share settlement apply to SKYD warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| 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) |
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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. ¨
EXPLANATORY NOTE
Completion of the Merger
As previously announced, on October 6, 2026, Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (the “Company”), completed its previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), pursuant to the Agreement and Plan of Merger, dated as of February 27, 2026 (the “Merger Agreement”), by and among the Company, WBD and Prince Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”). On the closing date, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of the Company (the “Merger”).
Warrant Distribution
Following completion of the Merger, the Company distributed on October 13, 2026 (the “Issue Date”) warrants (the “Warrants”) to purchase shares of the Company’s Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), as a dividend (the “Warrant Distribution”) with respect to shares of Class B Common Stock held by stockholders, other than the Excluded Holders (as defined below), as of the record date of October 5, 2026 (the “Record Date”), at a ratio of one Warrant per share of Class B Common Stock. The Warrants were issued pursuant to a warrant agreement, dated October 13, 2026 (the “Warrant Agreement”), between the Company and Equiniti Trust Company, LLC, as warrant agent (the “Warrant Agent”). On the Issue Date, the Company issued 470,746,773 Warrants pursuant to the Warrant Distribution, initially entitling the holders thereof to purchase an aggregate of 470,746,773 shares of Class B Common Stock, in each case, at an initial exercise price of $12.00 per share (the “Exercise Price”) and subject to customary anti-dilution adjustments as set forth in the Warrant Agreement.
The Warrants are authorized for listing on the New York Stock Exchange (the “NYSE”) and are expected to commence trading on the NYSE on October 13, 2026. The Warrants will trade separately from the Company’s Class B Common Stock under the symbol “SKYD WS.”
The Warrants, and the shares of Class B Common Stock issuable upon the exercise of such Warrants, have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-297906), which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 31, 2026 and a prospectus supplement filed on October 5, 2026. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, including, without limitation, the Warrants or the shares of Class B Common Stock issuable upon exercise of the Warrants.
Settlement of the WBD Notes Exchange Offers and Tender Offers
In connection with the Merger, on May 19, 2026, the Company commenced offers to holders of certain outstanding senior notes (collectively, the “Existing Exchange Offer Notes”) issued by each of Discovery Communications, LLC (“DCL”) and Discovery Global Holdings, Inc. (“DGH”), each of which is a direct or indirect subsidiary of WBD, to exchange the Existing Exchange Offer Notes for an equal principal amount of Notes (as defined below) of the Company with corresponding maturities and, subject to certain exceptions, corresponding interest rates (such offers, the “Exchange Offers”). The Notes are guaranteed by certain of the Company’s subsidiaries (the “Guarantors” and each, a “Guarantor”) and secured on a second lien basis by substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.
On May 19, 2026, DCL and DGH also commenced solicitations of consents from holders of certain series of their senior notes to adopt proposed amendments (the “Proposed Amendments”) to the indentures governing such notes to, among other things, extend to March 4, 2027 (the “Exchange Offer Deadline”) the deadline to commence one or more offers (the “Junior Lien Exchange Offers”) to exchange certain of the senior notes issued by DCL and DGH, as applicable, for new junior lien secured notes with the same economic terms (including denominations, interest rate, interest payment dates, maturity date and redemption provisions) to be issued by DCL or DGH, as applicable (the “junior lien notes”), and to modify the terms of such future junior lien notes from the terms contemplated by the offer to purchase and consent solicitation statement of DGH and DCL, dated as of June 9, 2025, including the removal of certain covenants, changes to guarantees and collateral requirements, and removal of the requirement that the same principal amount of junior lien notes be issued in exchange for the applicable existing senior notes. On May 27, 2026, DCL and DGH received requisite consents for the adoption of the Proposed Amendments and entered into supplemental indentures implementing the Proposed Amendments. The Company made payment of the consent payment payable with respect to consents that had been validly delivered and accepted. Certain senior notes with respect to which consents had been validly delivered and accepted were entitled to participate in the Exchange Offers and Tender Offers (as defined below).
The Exchange Offers expired on October 6, 2026, following the closing of the Merger, and the Exchange Offers settled on October 9, 2026. Holders of approximately 99.15% of the aggregate principal amount of the Existing Exchange Offer Notes validly tendered in the Exchange Offers, and on October 9, 2026, the Company issued $11,983,970,000 and €546,547,000 in aggregate principal amount of Notes in exchange for such Existing Exchange Offer Notes pursuant to the Fifth Supplemental Indenture and the Sixth Supplemental Indenture (each as defined below), respectively. The Existing Exchange Offer Notes that were exchanged have been canceled, and those Existing Exchange Offer Notes that were not exchanged remain outstanding obligations of DCL or DGH, as applicable. The Notes were issued in a private transaction exempt from registration under the Securities Act, and the Company received no cash proceeds from the Exchange Offers.
Concurrently with the Exchange Offers, the Company offered to purchase for cash two additional series of senior notes of DCL and DGH (the “Existing Tender Offer Notes”) (such offers, the “Tender Offers”). The Tender Offers expired and settled on the same dates as the Exchange Offers, and holders of approximately 98.83% of the aggregate principal amount of the Existing Tender Offer Notes validly tendered in the Tender Offers. As a result, the Company purchased $2,395,448,000 in aggregate principal amount of Existing Tender Offer Notes for $2,380,201,732.56 in cash, plus accrued and unpaid interest. The Existing Tender Offer Notes that were validly tendered and purchased have been canceled, and those Existing Tender Offer Notes that were not tendered remain outstanding obligations of DCL or DGH, as applicable.
For senior notes of DCL and DGH that are entitled to the Junior Lien Exchange Offers, if the Junior Lien Exchange Offers are not commenced by the Exchange Offer Deadline, DCL and DGH, as applicable, will be required to pay to each holder of the applicable senior notes entitled to participate in the Junior Lien Exchange Offers a one-time cash payment in the amount of $100 per $1,000 principal amount or €100 per €1,000 principal amount, as applicable, of the applicable senior notes held by such holder.
| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Senior Secured Second Lien Exchange Notes Supplemental Indentures
On October 9, 2026, in connection with the settlement of the Exchange Offers, the Company issued (a) an aggregate of $11,983,970,000 in senior secured second lien notes denominated in U.S. dollars, consisting of (i) $1,343,925,000 aggregate principal amount of 6.304% Senior Secured Second Lien Notes due 2029 (the “6.304% 2029 Notes”), (ii) $654,158,000 aggregate principal amount of 6.250% Senior Secured Second Lien Notes due 2029 (the “6.250% 2029 Notes”), (iii) $901,354,000 aggregate principal amount of 4.875% Senior Secured Second Lien Notes due 2030 (the “2030 Dollar Notes”), (iv) $2,673,619,000 aggregate principal amount of 4.904% Senior Secured Second Lien Notes due 2032 (the “2032 Notes”), (v) $447,251,000 aggregate principal amount of 5.000% Senior Secured Second Lien Notes due 2037 (the “2037 Notes”), (vi) $431,542,000 aggregate principal amount of 6.350% Senior Secured Second Lien Notes due 2040 (the “2040 Notes”), (vii) $130,307,000 aggregate principal amount of 4.950% Senior Secured Second Lien Notes due 2042 (the “4.950% 2042 Notes”), (viii) $4,065,355,000 aggregate principal amount of 5.050% Senior Secured Second Lien Notes due 2042 (the “5.050% 2042 Notes”), (ix) $141,484,000 aggregate principal amount of 4.875% Senior Secured Second Lien Notes due 2043 (the “2043 Notes”), (x) $2,878,000 aggregate principal amount of 5.200% Senior Secured Second Lien Notes due 2047 (the “2047 Notes”), (xi) $247,683,000 aggregate principal amount of 5.300% Senior Secured Second Lien Notes due 2049 (the “2049 Notes”) and (xii) $944,414,000 aggregate principal amount of 5.141% Senior Secured Second Lien Notes due 2052 (the “2052 Notes” and, together with the 6.304% 2029 Notes, the 6.250% 2029 Notes, the 2030 Dollar Notes, the 2032 Notes, the 2037 Notes, the 2040 Notes, the 4.950% 2042 Notes, the 5.050% 2042 Notes, the 2043 Notes, the 2047 Notes and the 2049 Notes, the “Dollar Notes”) and (b) an aggregate of €546,547,000 in senior secured second lien notes denominated in euros, consisting of (i) €235,100,000 aggregate principal amount of 5.802% Senior Secured Second Lien Notes due 2030 (the “2030 Euro Notes”) and (ii) €311,447,000 aggregate principal amount of 5.068% Senior Secured Second Lien Notes due 2033 (the “2033 Euro Notes” and, together with the 2030 Euro Notes, the “Euro Notes”; the Euro Notes, together with the Dollar Notes, the “Notes”).
The Dollar Notes were issued pursuant to a fifth supplemental indenture (the “Fifth Supplemental Indenture”), dated as of October 9, 2026, by and among the Company, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), to the indenture (the “Base Indenture”), dated as of October 5, 2026, by and between the Company and the Trustee. The Euro Notes were issued pursuant to a sixth supplemental indenture (the “Sixth Supplemental Indenture”), dated as of October 9, 2026, by and among the Company, the Guarantors, the Trustee, the Collateral Agent, Deutsche Bank Trust Company Americas, as euro notes registrar, and Deutsche Bank AG, London Branch, as euro notes authentication agent, euro notes transfer agent and euro notes paying agent, to the Base Indenture. On October 9, 2026, the Company, DCL, DGH, the Trustee and the Collateral Agent also entered into a seventh supplemental indenture (the “Seventh Supplemental Indenture” and each of the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, a “Supplemental Indenture”) to the Base Indenture, pursuant to which DCL and DGH, each of which is a Guarantor party to the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, were each added as co-issuers of the Dollar Notes and the Euro Notes.
The Dollar Notes pay interest semi-annually in arrears and the Euro Notes pay interest annually in arrears. The Notes were offered in private placements exempt from registration under the Securities Act. The Notes were issued in exchange for the Existing Exchange Offer Notes pursuant to the Exchange Offers.
Optional Redemption Provisions and Change of Control Repurchase Right
Dollar Notes
Prior to the applicable Dollar Notes Par Call Date (as defined below), upon at least 10 but not more than 60 days’ notice, each series of Dollar Notes (other than the 2040 Notes, the 4.950% 2042 Notes and the 2043 Notes) will be redeemable at the Company’s option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of the Dollar Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (calculated as if such Dollar Notes matured on the applicable Dollar Notes Par Call Date) discounted at the applicable treasury rate plus the applicable Dollar Notes Spread (as defined below), plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date. On or after the applicable Dollar Notes Par Call Date, the Company may redeem the Dollar Notes (other than the 2040 Notes, the 4.950% 2042 Notes and the 2043 Notes) of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Dollar Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.
The applicable “Dollar Notes Par Call Date” is January 15, 2029 for the 6.304% 2029 Notes, February 15, 2029 for the 6.250% 2029 Notes, February 15, 2030 for the 2030 Dollar Notes, December 15, 2031 for the 2032 Notes, March 20, 2037 for the 2037 Notes, September 15, 2041 for the 5.050% 2042 Notes, March 20, 2047 for the 2047 Notes, November 15, 2048 for the 2049 Notes and September 15, 2051 for the 2052 Notes. The 2032 Notes and the 2052 Notes are not redeemable prior to March 15, 2027.
The applicable “Dollar Notes Spread” is 35 basis points for the 6.304% 2029 Notes, 30 basis points for the 6.250% 2029 Notes, 45 basis points for the 2030 Dollar Notes, 40 basis points for the 2032 Notes, 35 basis points for the 2037 Notes, 40 basis points for the 5.050% 2042 Notes, 40 basis points for the 2047 Notes, 40 basis points for the 2049 Notes and 45 basis points for the 2052 Notes.
The 2040 Notes, the 4.950% 2042 Notes and the 2043 Notes are redeemable at the Company’s option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price calculated using the applicable treasury rate plus 35, 30 and 25 basis points, respectively, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date.
Euro Notes
Prior to December 17, 2029, in the case of the 2030 Euro Notes, and February 17, 2033, in the case of the 2033 Euro Notes (each, a “Euro Notes Par Call Date”), upon at least 10 but not more than 60 days’ notice, each series of Euro Notes will be redeemable at the Company’s option, in whole or in part, at any time and from time to time, at a “make-whole” redemption price equal to the greater of (i) 100% of the principal amount of the Euro Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the date of redemption on an actual basis at the applicable Comparable Government Bond Rate (as defined in the Sixth Supplemental Indenture) plus 30 basis points, in the case of the 2030 Euro Notes, and 35 basis points, in the case of the 2033 Euro Notes, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date. On or after the applicable Euro Notes Par Call Date, the Company may redeem the Euro Notes of the applicable series, at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Euro Notes to be redeemed, plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date. The Euro Notes may also be redeemed in whole, but not in part, at 100% of their principal amount plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the redemption date, upon certain changes in U.S. tax law that would require the Company to pay additional amounts.
Change of Control Offer and Payoff Transactions
If a Change of Control Triggering Event (as defined in the applicable Supplemental Indenture) occurs with respect to a series of Notes, and subject to certain exceptions, the Company will make an offer to purchase all of the Notes of such series at a price in cash equal to 101% of the aggregate principal amount of the Notes of such series, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase.
If, in connection with any tender offer, exchange offer or other offer to purchase any series of Notes, not less than 90% of the aggregate principal amount of the outstanding Notes of such series is purchased or exchanged by the Company or a third party, the Company or such third party will have the right, upon notice given not more than 30 days following such purchase or exchange, to redeem or exchange all (but not less than all) of the Notes of such series that remain outstanding at a price equal to the consideration paid to holders in such purchase or exchange (excluding any early tender or exchange premium), plus, to the extent not included in such consideration, accrued and unpaid interest, if any, to, but excluding, the redemption or exchange date.
Ranking
The Notes are the Company’s senior secured obligations and are secured by second-priority liens on substantially all personal property of the Company and the Guarantors (the “Collateral”), subject to permitted liens and certain exceptions, and are junior in lien priority to the Company’s credit facilities and first lien senior secured notes.
Restrictive Covenants
The Fifth Supplemental Indenture and the Sixth Supplemental Indenture contain covenants that limit the Company’s (and its subsidiaries’) ability to, among other things: (i) create liens on assets, (ii) sell assets and (iii) engage in mergers or consolidations or sales of all or substantially all of its assets.
Investment Grade Event
Upon the occurrence of an Investment Grade Event (as defined in the applicable Supplemental Indenture) with respect to a series of Notes, subject to certain conditions (including the concurrent release of liens securing other secured debt and the Company having no greater than $250,000,000 of term B loans outstanding at such time), the liens on the Collateral securing such series of Notes and the guarantees with respect to such series of Notes will be released. In addition, certain covenants set forth in the applicable Supplemental Indenture relating to asset sales and future subsidiary guarantors will cease to apply to such series of Notes. These releases and covenant suspensions are permanent and will not be reinstated upon any subsequent downgrade or withdrawal of the applicable investment grade ratings.
General
The foregoing descriptions do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of each of the Fifth Supplemental Indenture, the Sixth Supplemental Indenture and the Seventh Supplemental Indenture, as applicable, each filed with or incorporated by reference into this Current Report on Form 8-K, and of the Base Indenture.
Warrant Agreement
On October 13, 2026, in connection with the Warrant Distribution, the Company and the Warrant Agent entered into the Warrant Agreement, and the Company issued Warrants with respect to shares of Class B Common Stock held by stockholders as of the Record Date, other than each of Lawrence J. Ellison, David F. Ellison, Gerald J. Cardinale, The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, and RedBird Capital Partners Fund IV (Master), L.P. or any of their respective affiliates, successors or transferees (collectively, the “Restricted Holders”), including any of the Company’s wholly owned subsidiaries that own Class B Common Stock, as well as the Paramount Global 401(k) Plan (the “401(k) Plan”) and the Paramount Global Master Trust (together with the Restricted Holders and the 401(k) Plan, the “Excluded Holders”). In addition, shares of Class B Common Stock held by the 401(k) Plan and the Paramount Global Master Trust will, in lieu of receiving Warrants in the Warrant Distribution, receive a number of shares to be determined following the Warrant Distribution.
Each Warrant initially entitles the holder thereof to purchase one (1) share of Class B Common Stock at an initial Exercise Price of $12.00 per share, payable in cash if the exercise is settled through Physical Settlement (as defined below), except under certain circumstances where a Registration Statement (as defined below) is not effective with respect to exercises of Warrants, in which case Net Share Settlement (as defined below) will apply instead. The Exercise Price is subject to customary anti-dilution adjustments as set forth in the Warrant Agreement. No Warrant will be exercisable by (or on behalf of) any Restricted Holder, and a transfer of a Warrant to a Restricted Holder will not entitle such Restricted Holder to exercise such Warrant. No Warrants will be distributed to, and no Warrant will be exercisable by, any direct or indirect subsidiary of the Company that holds shares of Class B Common Stock as of the Record Date.
Upon exercise of Warrants by a Warrantholder, the Company will settle such exercise by delivering the number of shares of Class B Common Stock to which the Warrantholder is entitled pursuant to the terms of the Warrant Agreement following cash payment of such Exercise Price by such Warrantholder (“Physical Settlement”). The Company intends to use the net proceeds from Physical Settlement of Warrants that are exercised, if any, for general corporate purposes. Under the circumstances described below, exercising Warrantholders will instead receive a reduced number of shares of Class B Common Stock according to the formula in the Warrant Agreement without the cash payment of the Exercise Price (“Net Share Settlement”).
The Warrants will expire and cease to be exercisable at the earlier of (i) 5:00 p.m., New York City time, on October 13, 2036, which is the tenth (10th) anniversary of the Issue Date, or (ii) an earlier expiration date that the Company may designate following October 13, 2029, which is the third (3rd) anniversary of the Issue Date, if, during any period of thirty (30) consecutive trading days, the closing sale price of the Class B Common Stock equals or exceeds $30.00 per share (subject to adjustment) on at least twenty (20) trading days (which need not be consecutive), including the trading day immediately preceding the date on which the Company provides notice of the early expiration.
The Exercise Price and the number of shares of Class B Common Stock issuable upon exercise of the Warrants are subject to certain customary anti-dilution adjustments, including for stock dividends, splits and combinations, rights issuances, other non-cash distributions and spin-offs, cash dividends in excess of a $0.05 quarterly threshold (which is subject to customary anti-dilution adjustments and adjustments to account for any change in the frequency of payment of the regular cash dividend), and tender or exchange offers, in each case as set forth in the Warrant Agreement. In addition, the Company may decrease the Exercise Price or increase the number of shares of Class B Common Stock issuable upon exercise for any reason the Company’s board of directors considers to be advisable.
The Company agrees in the Warrant Agreement to use its commercially reasonable efforts to keep a shelf registration statement (the “Registration Statement”) effective, subject to certain exceptions, covering the issuance of the Class B Common Stock issuable upon exercise of the Warrants through Physical Settlement. If the Registration Statement is not effective, or if the Class B Common Stock is not qualified for sale or exempt from qualification under applicable state securities laws, at any time or from time to time, the right to exercise and settle Warrants through Physical Settlement will be automatically suspended and Net Share Settlement will instead apply to any such exercise until such Registration Statement becomes effective again (and the Class B Common Stock is qualified for sale or exempt from such qualification).
In connection with a Designated Event (as defined in the Warrant Agreement), the Company may be required to increase the number of shares of Class B Common Stock to which a Warrantholder is entitled upon exercise of such Warrants as described in the Warrant Agreement.
The foregoing description of the Warrants and the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Agreement (including the Form of Warrant attached thereto), a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
In connection with the Warrant Distribution, the Company filed a prospectus supplement, dated October 5, 2026, pursuant to Rule 424(b) under the Securities Act registering up to (i) 471,300,000 Warrants and (ii) 471,300,000 shares of Class B Common Stock issuable from time to time upon the exercise of the Warrants. The prospectus supplement forms a part of the Registration Statement. A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the Warrants and the shares of Class B Common Stock issuable upon exercise of the Warrants is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in the Explanatory Note and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
Press Release
On October 6, 2026, the Company issued a press release in connection with the public announcement of the information described herein regarding the Exchange Offers and the Tender Offers. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
Warrant FAQs
On October 9, 2026, the Company posted a document containing additional questions and answers regarding the Warrant Distribution (the “Second Supplemental Warrant FAQs”) on the Investor Relations section of the Company’s website. A copy of the Second Supplemental Warrant FAQs is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
On October 13, 2026, the Company posted a document containing final questions and answers regarding the Warrants (the “Final Warrant FAQs”) on the Investor Relations section of the Company’s website, which was also distributed to record holders of Class B Common Stock that hold such shares in direct registration. A copy of the Final Warrant FAQs is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
General
The information set forth in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. The information contained in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
The information set forth in the Explanatory Note of this Current Report on Form 8-K relating to the settlement of the Tender Offers is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit |
Description
| |
| 4.1 | Warrant Agreement, dated October 13, 2026, between the Company and Equiniti Trust Company, LLC, as Warrant Agent. | |
| 4.2 | Form of Warrant (included in Exhibit 4.1). | |
| 4.3 | Fifth Supplemental Indenture, dated as of October 9, 2026, by and among the Company, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee and collateral agent. | |
| 4.4 | Form of Dollar Notes (included in Exhibit 4.3). | |
| 4.5 | Sixth Supplemental Indenture, dated as of October 9, 2026, by and among the Company, the Guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee, collateral agent and euro notes registrar, and Deutsche Bank AG, London Branch, as euro notes authentication agent, euro notes transfer agent and euro notes paying agent. | |
| 4.6 | Form of Euro Notes (included in Exhibit 4.5). | |
| 4.7 | Seventh Supplemental Indenture, dated as of October 9, 2026, by and among the Company, Discovery Communications, LLC, Discovery Global Holdings, Inc. and Deutsche Bank Trust Company Americas, as trustee and collateral agent. | |
| 5.1 | Opinion of Latham & Watkins LLP, dated October 13, 2026. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 99.1 | Press Release, dated October 6, 2026. | |
| 99.2 | Second Supplemental Warrant FAQs, dated October 9, 2026. | |
| 99.3 | Final Warrant FAQs, dated October 13, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| SKYDANCE CORPORATION | |||
| By: | /s/ Stephanie Kyoko McKinnon | ||
| Name: | Stephanie Kyoko McKinnon | ||
| Title: | General Counsel and Secretary | ||
Date: October 13, 2026
Exhibit 99.1
Skydance Corporation
Announces:
Expiration, Pricing Terms, and Settlement of Exchange Offers and Tender Offers
Los Angeles and New York, October 6, 2026 –SKYDANCE CORPORATION (F/K/A Paramount Skydance Corporation) (NYSE: SKYD) (the “Company”) announced today the final tender results of its previously announced (i) 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”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the first table set forth below) issued 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”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the second table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by the Company (the “New SKYD Notes”).
The Offers were made in connection with the acquisition (the “Acquisition”) by the Company of Warner Bros. Discovery, Inc. (“WBD”), which Acquisition was consummated earlier today, October 6, 2026.
The Offers expired at 5:00 p.m., New York City time, on October 6, 2026 (the “Expiration Date”). Settlement of the Offers is expected to occur on October 9, 2026 (the “Settlement Date”), subject to all the conditions to the applicable Offer having been satisfied or waived by the Company.
Tender Offers
As of the Expiration Date, based on information provided by Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offers, approximately 98.83% of the aggregate principal amount of Existing Tender Offer Notes were validly tendered in the Tender Offers. As previously announced, holders of Existing Tender Offer Notes who validly tendered (and did not validly withdraw) their Existing Tender Offer Notes in the applicable Tender Offer at or prior to the Expiration Date, and who beneficially owned such tendered Existing Tender Offer Notes on the Expiration Date, are eligible to receive, for each $1,000 in aggregate principal amount of Existing Tender Offer Notes validly tendered and accepted for purchase pursuant to the Tender Offers, consideration (the “Tender Consideration”) determined by reference to the applicable fixed spread specified in the table below for each series of Existing Tender Offer Notes over the yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Security specified in the table below. The Reference Yields listed in the table below were determined (pursuant to the Offer to Purchase) by the dealer managers at 10:00 a.m., New York City time, today, October 6, 2026. In addition to the Tender Consideration, the Company will pay in cash accrued and unpaid interest on the Existing Tender Offer Notes accepted in the Tender Offers from the applicable latest interest payment date for such series of Existing Tender Offer Notes to, but not including, the Settlement Date.
The following table sets forth the aggregate principal amounts of each series of Existing Tender Offer Notes that the Company has accepted for purchase on the Settlement Date and pricing information for the Tender Offers:
| Existing Tender Offer Notes |
Issuer of Existing Tender Offer Notes |
CUSIP No. / Common Code / ISIN Eligible to Participate in the Tender Offers(1) |
Aggregate Principal Amount Eligible to Participate in the Tender Offers Prior to Expiration |
Aggregate Principal Amount Tendered as of Expiration Date(2) |
Reference U.S. Treasury Security |
Reference Yield |
Fixed Spread (basis points) |
Tender Consideration(3) |
| 3.755% Senior Notes due 2027 | DGH Issuer |
254948 AH5 US254948AH58 254948 AN2 US254948AN27 U25483 AA3 USU25483AA38
|
$1,189,336,000 | $1,182,277,000 | 4.250% U.S.T. due March 15, 2027 | 4.230% | 0 bps | $997.93 |
| 3.950% Senior Notes due 2028 | DCL Issuer |
25470D CP2 US25470DCP24
|
$1,234,458,000 | $1,213,171,000 | 3.875% U.S.T. due March 15, 2028 | 4.711% | 0 bps | $989.45 |
| (1) | No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Existing Tender Offer Notes. Such identifiers are provided solely for the convenience of the holders. |
| (2) | As reported by Global Bondholder Services, the tender agent and information agent for the Tender Offers. |
| (3) | Payable for each $1,000 in aggregate principal amount of Existing Tender Offer Notes tendered as of the Expiration Date and accepted for purchase by the Company. |
Existing Tender Offer Notes that are accepted and purchased on the Settlement Date will be cancelled and will no longer remain outstanding obligations of the WBD Issuers. Existing Tender Offer Notes not tendered pursuant to the Tender Offers will remain outstanding obligations of the DCL Issuer or the DGH Issuer, as applicable.
Exchange Offers
As of the Expiration Date, based on information provided by Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers, approximately 99.15% of the aggregate principal amount of Existing Exchange Offer Notes were validly tendered in the Exchange Offers. As previously announced, holders of Existing Exchange Offer Notes who validly tendered (and did not validly withdraw) their Existing Exchange Offer Notes in the applicable Exchange Offer at or prior to the Expiration Date, and who beneficially own such tendered Existing Exchange Offer Notes on the Expiration Date, are eligible to receive $1,000 or €1,000, as applicable, in aggregate principal amount of the applicable series of New SKYD Notes for each $1,000 or €1,000, as applicable, principal amount of Existing Exchange Offer Notes validly tendered for exchange (the “Exchange Consideration”). Interest on the New SKYD Notes will accrue from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Exchange Offer Notes accepted in the Exchange Offers. On the first interest payment date following the Settlement Date, the Company will pay interest equal to the sum of (i) all accrued and unpaid interest on the Existing Exchange Offer Notes accepted in the Exchange Offers from the latest applicable interest payment date for such series of Existing Exchange Offer Notes to, but not including, the Settlement Date plus (ii) all accrued and unpaid interest on the New SKYD Notes from, and including, the Settlement Date to, but not including, such interest payment date.
The following table sets forth the aggregate principal amounts of each series of Existing Exchange Offer Notes that the Company has accepted for exchange:
| Existing Exchange Offer Notes |
Issuer of Existing Exchange Offer Notes |
CUSIP No. / Common Code / ISIN Eligible to Participate in the Exchange Offers(1) |
Aggregate Principal Amount Eligible to Participate in the Exchange Offers Prior to Expiration |
Aggregate Principal Amount Tendered as of Expiration Date(2) |
Exchange Consideration(3) |
| 4.125% Senior Notes due 2029 | DCL Issuer |
25470D CQ0 US25470DCQ07 |
$655,825,000 | $654,158,000 | $1,000 in aggregate principal amount of 6.250% Senior Secured Second Lien Notes due 2029 |
| 3.625% Senior Notes due 2030 | DCL Issuer |
25470D CR8 US25470DCR89 |
$914,183,000 | $901,354,000 | $1,000 in aggregate principal amount of 4.875% Senior Secured Second Lien Notes due 2030 |
| 5.000% Senior Notes due 2037 | DCL Issuer |
25470D CS6 US25470DCS62 |
$453,281,000 | $447,251,000 | $1,000 in aggregate principal amount of 5.000% Senior Secured Second Lien Notes due 2037 |
| 6.350% Senior Notes due 2040 | DCL Issuer |
25470D CT4 US25470DCT46 |
$438,102,000 | $431,542,000 | $1,000 in aggregate principal amount of 6.350% Senior Secured Second Lien Notes due 2040 |
| Existing Exchange Offer Notes |
Issuer of Existing Exchange Offer Notes |
CUSIP No. / Common Code / ISIN Eligible to Participate in the Exchange Offers(1) |
Aggregate Principal Amount Eligible to Participate in the Exchange Offers Prior to Expiration |
Aggregate Principal Amount Tendered as of Expiration Date(2) |
Exchange Consideration(3) |
| 4.950% Senior Notes due 2042 | DCL Issuer |
25470D CU1 US25470DCU19 |
$130,366,000 | $130,307,000 | $1,000 in aggregate principal amount of 4.950% Senior Secured Second Lien Notes due 2042 |
| 4.875% Senior Notes due 2043 | DCL Issuer |
25470D CV9 US25470DCV91 |
$141,584,000 | $141,484,000 | $1,000 in aggregate principal amount of 4.875% Senior Secured Second Lien Notes due 2043 |
| 5.200% Senior Notes due 2047 | DCL Issuer |
25470D CW7 US25470DCW74 |
$3,161,000 | $2,878,000 | $1,000 in aggregate principal amount of 5.200% Senior Secured Second Lien Notes due 2047 |
| 5.300% Senior Notes due 2049 | DCL Issuer |
25470D CX5 US25470DCX57 |
$247,860,000 | $247,683,000 | $1,000 in aggregate principal amount of 5.300% Senior Secured Second Lien Notes due 2049 |
| 4.054% Senior Notes due 2029 | DGH Issuer |
254948 AJ1 US254948AJ15 254948 AP7 US254948AP74 U25483 AB1 USU25483AB11 |
$1,353,828,000 | $1,343,925,000 | $1,000 in aggregate principal amount of 6.304% Senior Secured Second Lien Notes due 2029 |
| 4.279% Senior Notes due 2032 | DGH Issuer |
254948 AK8 US254948AK87 254948 AQ5 US254948AQ57 |
$2,691,764,000 | $2,673,619,000 | $1,000 in aggregate principal amount of 4.904% Senior Secured Second Lien Notes due 2032 |
| 5.050% Senior Notes due 2042 | DGH Issuer |
254948 AL6 US254948AL60 254948 AR3 US254948AR31 U25483 AD7 USU25483AD76 |
$4,104,687,000 | $4,065,355,000 | $1,000 in aggregate principal amount of 5.050% Senior Secured Second Lien Notes due 2042 |
| 5.141% Senior Notes due 2052 | DGH Issuer |
254948 AM4 US254948AM44 254948 AS1 US254948AS14 |
$949,883,000 | $944,414,000 | $1,000 in aggregate principal amount of 5.141% Senior Secured Second Lien Notes due 2052 |
| 4.302% Senior Notes due 2030 | DGH Issuer |
XS3393993285 339399328 |
€236,752,000 | €235,100,000 | €1,000 in aggregate principal amount of 5.802% Senior Secured Second Lien Notes due 2030 |
| 4.693% Senior Notes due 2033 | DGH Issuer |
XS3393994507 339399450 |
€316,641,000 | €311,447,000 | €1,000 in aggregate principal amount of 5.068% Senior Secured Second Lien Notes due 2033 |
| (1) | No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Existing Exchange Offer Notes. Such identifiers are provided solely for the convenience of the holders. |
| (2) | As reported by Global Bondholder Services, the exchange agent and information agent for the Exchange Offers. |
| (3) | Consideration (i) per $1,000 in aggregate principal amount of U.S. dollar-denominated Existing Exchange Offer Notes tendered and (ii) per €1,000 in aggregate principal amount of Euro-denominated Existing Exchange Offer Notes. |
Existing Exchange Offer Notes acquired in the Exchange Offers will be retired and cancelled. Existing Exchange Offer Notes not acquired in the Exchange Offers will remain outstanding obligations of the DCL Issuer or DGH Issuer, as applicable.
The Exchange Offers were 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 were not registered under any state or foreign securities laws. The New SKYD Notes 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 were made, and the New SKYD Notes were offered and issued, only to holders of applicable Existing Exchange Offer Notes who were (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”).
General
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 Skydance Corporation
Skydance Corporation is a next-generation global media and entertainment company, composed of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company’s portfolio unites legendary brands, including Paramount, Warner Bros., HBO and HBO Max, Paramount+, Pluto TV, CBS, CNN, CBS Sports, TNT Sports, Nickelodeon, Cartoon Network, MTV, Food Network, BET, HGTV, and Comedy Central.
Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” regarding the 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 the Company or WBD.
Risks and uncertainties include, but are not limited to: the possibility that the transactions described herein will not be completed in the expected timeframe or at all; risks that the expected benefits, synergies and opportunities of the completed acquisition may not be realized or may take longer to realize than expected; risks and costs associated with the integration of the business of WBD, including the ability to integrate successfully and to achieve anticipated synergies and financial targets; risks that the combined company may not achieve the expected run-rate synergies, net leverage, free cash flow or other financial goals described in this press release within the expected timeframes or at all; potential disruption to business operations and relationships as a result of the completed acquisition and ongoing integration; the risk of stockholder litigation relating to the acquisition of WBD; risks related to the Company’s streaming business; the adverse impact on the 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 Company’s decisions to invest in new businesses, products, services and technologies, and the evolution of the Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Company’s content; damage to the 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 Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Company’s business generally or the completed acquisition of WBD; the inability to hire or retain key employees or secure creative talent; disruptions to the Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and the Company’s ability to integrate, the businesses of Paramount Global, Skydance Media LLC (“Skydance”) and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such 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 the Company’s Class B common stock; the effect the Company’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 the Company, including that the Company’s stockholders may not realize any change of control premium on shares of the Company’s Class B common stock and that the Company may become subject to the control of a presently unknown third party; risks associated with the Company’s status as a “controlled company” under NYSE rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of the Company’s Class B common stock; risks that anti-takeover provisions in the Company’s amended and restated certificate of incorporation (“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 Company’s Charter could limit a stockholder's choice of forum for certain claims and discourage lawsuits against the Company’s directors and officers; risks that corporate opportunity provisions in the Company’s Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to the Company; risks associated with the Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to the combined company’s ability to incur substantially more debt and its ability to meet the financial and other covenants contained in the agreements governing its substantial indebtedness; risks relating to the combined company’s ability to deleverage the business in accordance with management’s targets, including risks arising from assumptions, uncertainties and contingencies that may affect the Company’s ability to reduce indebtedness; risks relating to management’s ability to execute on its strategic plan and improve the combined company’s financial profile and cash flows from operations; and risks relating to any capital or other financing the combined company may have to raise in order to reduce its indebtedness following the acquisition of WBD. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of the Company and WBD can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, as amended by the Company’s Annual Report on Form 10-K/A, filed with the SEC on April 24, 2026, as superseded by, and solely to the extent set forth in, the Company’s Current Report on Form 8-K, filed with the SEC on October 6, 2026, the Company’s Quarterly Report on Form 10-Q for the quarterly period 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 the Company’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, WBD’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 6, 2026, in each case, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and WBD’s subsequent filings with the SEC, including filings related to the acquisition of WBD. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, https://ir.paramount.com/sec-filings/paramount, https://ir.corporate.discovery.com/financials/sec-filings, as applicable, or on request from the Company or WBD. Neither the Company 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
Exhibit 99.2
Warrant Distribution FAQ - Supplement #2
On October 6, 2026, Skydance Corporation (f/k/a Paramount Skydance Corporation) (the “Company”) consummated its previously announced acquisition of WBD (as defined below). On September 25, 2026, the Company published an initial set of questions and answers (the “Initial FAQs”). On October 2, 2026, the Company published Supplement #1 to the Initial FAQs (“Supplement #1”). To the extent information in these supplemental questions and answers (“Supplement #2”) is different from the Initial FAQs or Supplement #1, this Supplement #2 supersedes the Initial FAQs and Supplement #1. Capitalized terms used but not otherwise defined in this Supplement #2 have the respective meanings ascribed to them in the Initial FAQs and Supplement #1, as applicable.
Overview
On October 6, 2026, the Company consummated its previously announced acquisition of Warner Bros. Discovery, Inc. (“WBD”). Additionally, in connection with the listing of the Class B common stock, par value $0.001 per share (the “Class B Common Stock”) on the New York Stock Exchange (the “NYSE”) on October 6, 2026, the Company changed the ticker symbol for its Class B Common Stock from “PSKY” to “SKYD.” The Company also amended its certificate of incorporation to change the Company’s name to Skydance Corporation, effective on October 6, 2026. The warrants are authorized for trading on NYSE beginning on October 13, 2026. The warrants will trade on NYSE separately from the Company’s Class B Common Stock.
This Supplement #2 is intended to update certain information in the Initial FAQs and Supplement #1 and to provide certain other information related to the previously announced distribution of one warrant to purchase one share of the Company’s Class B Common Stock with respect to each share of Class B Common Stock held by a stockholder as of the Record Date, excluding shares held by each of Lawrence J. Ellison, David F. Ellison, Gerald J. Cardinale, The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, and RedBird Capital Partners Fund IV (Master), L.P. or any of their respective affiliates, successors or transferees (the “Restricted Holders”), including any of the Company’s wholly owned subsidiaries that own Class B Common Stock, the Paramount Global 401(k) Plan and the Paramount Global Master Trust (together with the Restricted Holders, the “Excluded Holders”).
Key dates
| · | Record Date: The close of business, New York City time, on October 5, 2026 |
| · | Issue Date: October 13, 2026 |
| · | When Issued Trading in Warrants: October 13, 2026 |
| · | Ex-Dividend Date for Class B Common Stock: October 14, 2026 |
| · | Regular Way Trading in Warrants Commences: October 14, 2026 |
| · | Allocation of Warrants by DTC to DTC Participants: October 14, 2026 |
| · | Earliest Settlement Date for Warrant Trades: October 15, 2026 (both for trades on October 13, 2026, “when issued” trading and for regular way trades on October 14, 2026) |
What are the Ticker Symbol and CUSIP/ISIN for the warrants?
The warrants will trade on the NYSE under the ticker symbol “SKYD WS” with the CUSIP 69932A113 and ISIN US69932A1135. Solely during the trading day on October 13, 2026, the warrants will trade on a “when issued” basis on the NYSE under the ticker symbol “SKYD WSWI”. The CUSIP and ISIN for the securities will be the same for purposes of “when issued” trading as they will be once regular trading commences on October 14, 2026.
When will the warrants be distributed?
The Issue Date for the warrants will be October 13, 2026, which is the date that the warrants will be credited to record holders that hold shares of Class B Common Stock (other than the Excluded Holders) through direct registration accounts with Equiniti Trust Company, LLC (“Equiniti”), the transfer agent for the Class B Common Stock. Equiniti is also acting as warrant agent for the warrants. As a record holder, warrants will also be issued to Cede & Co. as nominee for The Depository Trust Company (“DTC”) on the Issue Date.
When will DTC credit the warrants to my broker’s account in DTC?
DTC has informed us that it will not allocate the warrants to brokers that are DTC participants until October 14, 2026, which is also the Ex-Dividend Date for the Class B common Stock. As a result, even though the warrants will have been issued on October 13, 2026, including to DTC’s nominee, Cede & Co., if you hold shares of Class B Common Stock through a broker or custodian at DTC, the warrants will not be credited to your brokerage account until October 14, 2026, at the earliest, and, in each case, in accordance with the procedures of DTC and the individual broker where such account is held.
Can I trade warrants before the warrants are credited to my broker’s account at DTC?
The NYSE has informed us it intends to open trading in the warrants on a “when issued” basis during market hours on October 13, 2026. There is no established trading market for the warrants, and no assurance can be given that an active trading market will develop or be sustained. Placing trades on a “when issued” basis will also be subject to the individual broker’s policies and procedures. In all cases, you should contact your broker directly for any information regarding timing and access to warrants, including the mechanics for warrant sales, trades and settlement.
Will there be “when issued” trading in the warrants?
Yes. See response above. The NYSE has informed us there will be “when issued” trading for the warrants during market hours on October 13, 2026.
When will regular way trading commence for the warrants?
The NYSE has informed us that the warrants will cease trading on a “when issued” basis after market on October 13, 2026 and will commence trading on a “regular way” basis at market open on October 14, 2026.
What is the earliest date that warrant trades on NYSE will settle?
The NYSE has informed us that trades that are executed on October 13, 2026 (i.e. when the warrants trade on a “when issued” basis) will settle on October 15, 2026, at the earliest. The NYSE has also informed us that trades that are executed on October 14, 2026 (i.e. the first day on which the warrants trade on a “regular way” basis) will also settle on October 15, 2026, at the earliest, in each case subject to the procedures of DTC and the individual broker where such account is held. Please confirm specific timing with your broker.
***
The issuance of the warrants and the issuance of the shares of Class B Common Stock upon exercise of the warrants has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 and a related prospectus as supplemented by a related prospectus supplement. A Form 8-A registration statement and the prospectus supplement describing the terms of the warrants was also filed with the SEC and is available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein.
This FAQ shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This FAQ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this FAQ that do not relate to matters of historical fact should be considered forward-looking, including statements regarding the Company’s expectations regarding the warrant distribution; the Record Date, Issue Date and Ex-Dividend Date for the warrants; expected settlement procedures for the warrants; the procedures of DTC and individual brokers; actions that NYSE may take; the establishment of a “when issued” trading market for the warrants; the acceptance for trading of the warrants on the NYSE; and the existence of a market for the warrants. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strategy”, “strive”, “target”, “vision”, “will”, or “would”, any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks include damage to the Company’s reputation or brands; volatility in the price of the Class B Common Stock and the warrants; the effect the Company’s dual-class capital structure and the concentrated ownership may have on the price of its Class B Common Stock and warrants; risks associated with the Company’s status as a “controlled company” under the NYSE rules, including its exemption from certain corporate governance requirements; and risks associated with the lack of voting rights of the Class B Common Stock. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC on February 25, 2026, as amended by the Company’s Annual Report on Form 10-K/A, filed with the SEC on April 24, 2026, as superseded by, and solely to the extent set forth in, Paramount’s Current Report on Form 8-K, filed with the SEC on May 13, 2026, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 13, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and the Company’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Exhibit 99.3
Warrant FAQ – Skydance Corporation
Warrants
to purchase shares of Class B Common Stock, par value $0.001 per share (the
“Class b common stock”), of Skydance Corporation
(the “Company”)
at an initial exercise price of $12.00 per share (NYSE: SKYD WS)
On October 6, 2026, the Company consummated its previously announced acquisition of Warner Bros. Discovery, Inc. In connection with such acquisition, the Company distributed on October 13, 2026 (the “Issue Date”) one warrant to purchase one share of Class B Common Stock for each share of Class B Common Stock held by a stockholder as of the record date of October 5, 2026, other than shares held by each of Lawrence J. Ellison, David F. Ellison, Gerald J. Cardinale, The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, and RedBird Capital Partners Fund IV (Master), L.P. or any of their respective affiliates, successors or transferees (the “Restricted Holders”).
What is a warrant?
A warrant is a security issued by the Company that is similar to an option and gives the holder the right, but not the obligation, to purchase a share of Class B Common Stock, at a specified price (called the “Exercise Price”), before the warrant expires.
Are the warrants listed on an exchange?
The warrants are authorized for trading on the New York Stock Exchange (the “NYSE”) beginning on October 13, 2026. The warrants will trade on the NYSE separately from the Company’s Class B Common Stock. There is no established trading market for the warrants, and no assurance can be given that an active trading market will develop or be sustained. If you hold warrants through direct registration at Equiniti, you will be required to move your warrants to a broker to be held in “street name” in order to settle any trades that are executed on the NYSE. See “How do I transfer my warrants held at Equiniti to be held at my broker?” below.
What are the ticker symbol and CUSIP/ISIN for the warrants?
The warrants will trade on the NYSE under the ticker symbol “SKYD WS” with the CUSIP 69932A113 and ISIN US69932A1135.
Can I sell or transfer the warrants?
Except for applicable securities laws and the Company’s policies that may apply to insiders, we are not aware of any restrictions on buying or selling the warrants. Therefore, you can choose to hold, exercise, or sell them based on your financial objectives. Your ability to sell the warrants will depend, in part, on whether a trading market develops for the warrants. We cannot provide any assurances that an active trading market for the warrants will develop or that there will be liquidity in the trading market for the warrants, or the price at which the warrants will be able to be resold. You should consult your financial advisor or broker for assistance.
How do I transfer my warrants held at Equiniti to be held at my broker?
To transfer your warrants to a broker to be held in “street name” or to execute any transactions in your warrants through your broker, you should contact your broker directly. Please note that your broker will require a copy of the Equiniti Direct Registration Statement in order to initiate a transfer of your warrants via the Direct Registration System (“DRS”). To effect such transfer, you will need to provide your Direct Registration Statement to your broker and instruct your broker to initiate the DRS transfer from Equiniti on your behalf. A DRS transfer typically takes two to three business days to process, but you must first receive your Direct Registration Statement and complete any necessary forms with your broker before your broker can initiate the transfer.
Are there risks associated with the warrants?
Yes. Like any security, the warrants involve risks. Among other things, they could expire with no value if not exercised or sold before the applicable Expiration Date, trading/liquidity may be limited, and the exercise window may be shortened to the extent the Company elects to designate an Early Expiration Date (see “Can the warrants expire earlier than the scheduled Expiration Date?” below). Please review the “Risk Factors” in the Company’s prospectus and prospectus supplement that we filed on October 5, 2026 in connection with the warrants and our other filings with the Securities and Exchange Commission (the “SEC”) for a more detailed discussion.
What is the Exercise Price of the warrants?
Each warrant entitles the holder thereof to purchase one share of Class B Common Stock at an initial exercise price (the “Exercise Price”) of $12.00 per share. The Exercise Price is subject to customary anti-dilution adjustments as set forth in the Warrant Agreement and further described in the Company’s prospectus and prospectus supplement that were filed in connection with the warrants.
How many shares of Class B Common Stock do I receive per warrant exercised?
Each warrant entitles the holder to receive one (1) share of Class B Common Stock upon exercise (subject to customary anti-dilution adjustments). No fractional shares will be issued; any fractional share entitlement will be paid out in cash based on the applicable closing sale price.
Will the Exercise Price be adjusted for dividends or other events?
As set forth in the Warrant Agreement and further described in the Company’s prospectus and prospectus supplement that were filed in connection with the warrants, the Exercise Price and the number of shares of Class B Common Stock issuable upon exercise of the warrants are subject to certain customary anti-dilution adjustments, including for stock dividends, splits and combinations, rights issuances, other non-cash distributions and spin-offs, cash dividends in excess of a $0.05 quarterly threshold (which is subject to customary anti-dilution adjustments and adjustments to account for any change in the frequency of payment of the regular cash dividend), and tender or exchange offers. In addition, the Company may decrease the Exercise Price or increase the number of shares of Class B Common Stock issuable upon exercise for any reason the Board considers to be advisable.
When are the warrants scheduled to expire?
The warrants are scheduled to expire at 5:00 p.m., New York City time, on October 13, 2036, which is the tenth (10th) anniversary of the Issue Date.
Can the warrants expire earlier than the scheduled Expiration Date?
Yes. Beginning on the first trading day immediately following October 13, 2029, which is the third anniversary of the Issue Date, the Company may (but is not required to) designate an earlier expiration date (the “Early Expiration Date”) if, during any period of thirty (30) consecutive trading days, the closing sale price of the Class B Common Stock equals or exceeds $30.00 per share (subject to adjustment) on at least twenty (20) trading days (which need not be consecutive), including the trading day immediately preceding the date on which the Company provides notice of the early expiration.
If the Company elects to designate an Early Expiration Date, it will announce the early expiration by issuing a press release and providing notice to warrant holders. The designated Early Expiration Date must be a business day no fewer than twenty (20) and no more than forty-five (45) scheduled trading days after the date of such notice.
How do I exercise the warrants?
If you hold your warrants through a brokerage account, bank, or other financial institution (i.e., in street name), you should contact your broker, bank, or other financial institution for the procedures and deadlines to exercise your warrants. Your intermediary may require that exercise instructions be submitted in a particular manner and by an earlier deadline than 5:00 p.m., New York City time, on the applicable Expiration Date. If you are a registered holder of warrants, the procedures for exercising your warrants will be set forth in the Warrant Agreement filed with the SEC on Form 8-K. You may also contact Client Services at Equiniti Trust Company, LLC (the “Warrant Agent”) if you have additional questions about the exercise process. You can contact the Warrant Agent toll-free at 1-866-595-1717 or local direct dial at 651-450-4064. You may exercise your warrants at any time from the Issue Date until the applicable Expiration Date (including any Early Expiration Date designated by the Company), subject to the limited exceptions set forth in the Warrant Agreement and further described in the Company’s prospectus and prospectus supplement that were filed in connection with the warrants and any earlier deadline imposed by your broker, bank, or other financial institution.
No warrant will be exercisable by (or on behalf of) any Restricted Holder, and a transfer of a warrant to a Restricted Holder will not entitle such Restricted Holder to exercise such warrant.
What happens if the trading price of the Company’s Class B Common Stock does not exceed the Exercise Price?
If you do not sell or exercise your warrants by the applicable Expiration Date, your warrants will expire and have no value. You may exercise your warrants even if the trading price of the Company’s Class B Common Stock does not exceed the Exercise Price. However, in that circumstance, you may prefer to purchase shares of the Company’s Class B Common Stock in the market at a lower price instead.
What are the settlement methods?
There are two settlement methods:
(1) Physical Settlement: The holder of warrants pays the Exercise Price in cash and receives one share of Class B Common Stock per warrant exercised (subject to adjustment). The Company will settle exercises through Physical Settlement whenever a registration statement covering the shares of Class B Common Stock issuable upon exercise is effective and such shares are qualified for sale or exempt from qualification under applicable law.
(2) Net Share Settlement: Net Share Settlement applies automatically if the registration statement covering the shares of Class B Common Stock issuable upon exercise is not effective or such shares are not qualified for sale under applicable law. In a Net Share Settlement, the holder of warrants does not pay the Exercise Price in cash and instead receives a reduced number of shares of Class B Common Stock, determined in accordance with the Warrant Agreement. Net Share Settlement is not available for as long as the registration statement is effective.
How can I pay the Exercise Price?
If Physical Settlement applies, payment is in cash (U.S. dollars) through your broker (if held in street name) or to the Warrant Agent (if you are a registered holder) in readily available funds paid with a certified bank check. Personal checks will not be accepted. No cash payment is required if Net Share Settlement applies because the registration statement covering the shares of Class B Common Stock issuable upon exercise is not effective or because such shares are not qualified for sale under applicable law. In such a case, the holder of warrants will receive a reduced number of shares of Class B Common Stock, determined in accordance with the Warrant Agreement, in lieu of paying the Exercise Price.
How are exercises settled? What happens upon settlement?
If you hold your warrants through a broker, settlement of exercises will be handled by your broker. If you are a registered holder, settlement will be handled pursuant to the Warrant Agreement through the Warrant Agent. For Physical Settlement, shares of Class B Common Stock deliverable upon exercise will be delivered on the second scheduled trading day following the exercise date for credit to your brokerage account (or registered account) in accordance with the procedures of DTC and the individual broker where such account is held. If exercised for cash, we currently expect to use proceeds for general corporate purposes.
For Net Share Settlement, shares will be delivered on the second scheduled trading day following the end of the applicable calculation period for credit to your brokerage account (or registered account) in accordance with the procedures of DTC and the individual broker where such account is held. No fractional shares of Class B Common Stock will be issued; instead, cash will be paid in lieu of any fractional share.
What happens if I do not exercise my warrants?
You may hold your warrants, sell them, or exercise them before the applicable Expiration Date. If you do not sell or exercise your warrants by the applicable Expiration Date, they will expire and have no value, and your rights under the warrants will lapse with no further action required or penalty. In addition, if other warrant holders exercise their warrants and new shares of Class B Common Stock are issued to them while you do not exercise your warrants, your percentage ownership of Class B Common Stock will be diluted.
Can my broker impose an earlier deadline to exercise my warrants than the Expiration Date?
Yes. If your warrants are held in “street name,” your broker may set an earlier instruction deadline than the Expiration Date of the warrants and may require you to submit notices by specific methods. We recommend confirming your broker’s procedures, cut-offs, and method of notice well in advance. The Company currently expects to issue a public press release reminder ahead of expiration.
What happens in a change of control or Designated Event?
If a “Designated Event” (as defined in the Warrant Agreement) occurs and you exercise your warrants within thirty-five (35) scheduled trading days following the effective date of such Designated Event, you may be entitled to receive additional shares of Class B Common Stock, determined in accordance with the table set forth in the Warrant Agreement and further described in the Company’s prospectus and prospectus supplement that were filed in connection with the warrants.
Where will I find the full Warrant Agreement and official terms?
The official terms will be set forth in the Warrant Agreement filed with the SEC on Form 8-K. The Warrant Agreement will be available on the SEC’s EDGAR website (www.sec.gov).
Does this FAQ replace the official documents?
No. This FAQ is a general summary and does not cover every term or circumstance. If there is any inconsistency between this FAQ and the Warrant Agreement, the Warrant Agreement will prevail. Please refer to the version of the Warrant Agreement filed on the SEC’s EDGAR website (www.sec.gov) once available.
Can the Company change the warrant terms?
The procedures relating to any amendments or adjustments to the terms of the warrants will be set forth in the Warrant Agreement and further described in the Company’s prospectus and prospectus supplement that were filed in connection with the warrants.
Where can I get ongoing updates that are relevant to the warrants?
The Company will issue public press releases and update the Investor Relations section of its website for key events related to the warrants, including notices in respect of any designated Early Expiration Date for the warrants, and any notice of a “Designated Event”. Please monitor our press releases and the Investor Relations section of our website for these updates.
For official terms and changes permitted under the Warrant Agreement, please refer to our SEC filings available on the SEC’s EDGAR website on or following the Issue Date.
Where can I get more information?
Please see our SEC filings and the Investor Relations section of our website, or contact Investor Relations at investorrelations@paramount.com.
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The issuance of the warrants and the issuance of the shares of Class B Common Stock upon exercise of the warrants has been registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 and a related prospectus as supplemented by a related prospectus supplement. A Form 8-A registration statement and the prospectus supplement describing the terms of the warrants were filed with the SEC and are available on the SEC’s website located at http://www.sec.gov. Holders should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein. This FAQ shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This FAQ contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this FAQ that do not relate to matters of historical fact should be considered forward-looking, including, without limitation statements regarding the existence of a market for the warrants. These forward-looking statements generally are identified by the words “anticipate”, “believe”, “contemplate”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “intend”, “may”, “might”, “opportunity”, “outlook”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “strategy”, “strive”, “target”, “vision”, “will”, or “would”, any negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that can cause actual results to differ materially from those in such forward-looking statements. These risks include damage to the Company’s reputation or brands; volatility in the price of the Class B Common Stock and the warrants; the effect the Company’s dual-class capital structure and the concentrated ownership may have on the price of its Class B Common Stock and warrants; risks associated with the Company’s status as a “controlled company” under the NYSE rules, including its exemption from certain corporate governance requirements; and risks associated with the lack of voting rights of the Class B Common Stock. You should carefully consider the foregoing factors and the other risks and uncertainties described under the caption “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC on February 25, 2026, as amended by the Company’s Annual Report on Form 10-K/A, filed with the SEC on April 24, 2026, as superseded by, and solely to the extent set forth in, the Company’s Current Report on Form 8-K, filed with the SEC on May 13, 2026, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 13, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” the Company’s prospectus and prospectus supplement relating to the warrants, filed with the SEC on October 5, 2026, including the section captioned “Risk Factors,” and the Company’s subsequent filings with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations.
Filing Exhibits & Attachments
12 documentsPress Releases
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- EX-4.1 EXHIBIT 4.1 409.6 KB
- EX-4.3 EXHIBIT 4.3 1.6 MB
- EX-4.5 EXHIBIT 4.5 796.1 KB
- EX-4.7 EXHIBIT 4.7 28.4 KB
- EX-5.1 EXHIBIT 5.1 22.6 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.7 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.0 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 36.9 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 24.7 KB