Paramount Skydance Corp 8-K

What Happened
Paramount Skydance Corporation (PSKY) announced on May 19, 2026 that it has launched cash tender offers and exchange offers related to certain debt securities issued by Warner Bros. Discovery‑related issuers (the “WBD Notes”) in connection with its proposed acquisition of Warner Bros. Discovery, Inc. The Offers include up to $2.4 billion in cash Tender Offers and up to $12.8 billion in principal amount of exchangeable newly issued Paramount notes (“New PSKY Notes”), offered only to eligible institutional investors (Rule 144A/Reg S). The Offers, and related consent solicitations to amend WBD indentures, are conditioned on receiving required consents and on the closing of the Acquisition; Paramount said settlements will be tied to the Acquisition and it expects to extend Offer expiration dates until closing.

Key Details

• Announcement date: May 19, 2026; Debt commitment letter previously amended Feb. 25, 2026.
• Tender Offers: up to $2.4 billion in cash; Exchange Offers: up to $12.8 billion of New PSKY Notes (offered only to Qualified Institutional Buyers/Reg S).
• Acquisition financing plan disclosed: Bridge commitments were reduced from $54.0B to $49.0B; Paramount intends to pursue permanent financing currently contemplated as ~$39.5B of first‑lien secured debt and ~$12.4B of second‑lien secured debt (amounts/terms subject to change and market conditions).
• Financial targets and synergies: committed to delever to net debt/adjusted EBITDA of 3.75x by FY2028 and 3.0x by FY2029; expects ~30% of >$6B synergies in year 1, ~70% in year 2, full run‑rate by year 3. Pro forma unaudited combined financials were incorporated by reference into the Offering Memorandum.

Why It Matters
This filing shows how Paramount plans to restructure and refinance portions of WBD‑related debt if the acquisition closes. The announced tender/exchange programs, proposed indenture amendments, and contemplated financing mix are central to how the combined company would be capitalized and how much debt it would carry after closing. Investors should note the Offers are limited to eligible institutional investors, are contingent on required consents and the acquisition closing, and the financing amounts and terms are not final and may change depending on market conditions.