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8-KAccepted Sep 28, 8:19 AM ET

Paramount Skydance Corp Announces $44.4B Senior Secured Note Offering

PSKYSkydance Corp

Accepted (ET)

8:19 AM

Sep 28, 2026

Filed

Sep 28, 2026

Documents

14

Size

1.2 MB

Summary

Paramount Skydance Corp Announces $44.4B Senior Secured Note Offering

Updated

What Happened
On September 28, 2026, Paramount Skydance Corp (PSKY) announced it intends, subject to market and other conditions, to offer approximately $44.4 billion aggregate principal of senior secured notes as permanent financing for the Acquisition. The planned offering includes U.S. dollar‑denominated first‑lien senior secured notes and U.S. dollar‑ and euro‑denominated second‑lien senior secured notes. The company filed a press release (Exhibit 99.1) and furnished unaudited pro forma condensed combined financial information (Exhibit 99.2) under Regulation FD. The notes will be offered to qualified institutional buyers under Rule 144A and outside the U.S. under Regulation S and will not be registered under the Securities Act.

Key Details

  • Aggregate offering size: approximately $44.4 billion in senior secured notes.
  • Note types: U.S. dollar first‑lien senior secured notes; U.S. dollar and euro second‑lien senior secured notes.
  • Placement: to qualified institutional buyers under Rule 144A and offshore under Regulation S; not registered under the Securities Act.
  • Pro forma info: unaudited pro forma condensed combined financial statements (Exhibit 99.2) reflecting the Acquisition, the Skydance Transactions and the NAI Transaction, derived from historical statements of PSKY, WBD and Skydance.

Why It Matters
This disclosure shows how Paramount Skydance plans to finance the Acquisition—via a large debt issuance that will materially affect the company’s post‑transaction capital structure and leverage. The furnished unaudited pro forma financials allow investors and prospective note buyers to see the combined financial effects of the Acquisition and related transactions. The filing is informational (not an offer) and notes will not be available for public sale in the U.S. absent registration or an exemption. Investors should review the pro forma exhibits and press release to evaluate the financing impact.

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