Paramount Skydance Corp: issues $41.4 billion and €885 million secured notes

What happened

• The filing says the company issued on Oct 5, 2026 an aggregate of $41.4 billion of U.S. dollar senior secured notes and €885 million of euro second lien senior secured notes, and on Oct 6, 2026 Deutsche Bank Trust Company Americas and certain guarantors joined a supplemental indenture making certain subsidiaries guarantors. The filing says the notes pay interest semi-annually and were offered in private placements exempt from registration.
• The filing says the company entered into Credit Agreement Amendment No. 1 on Oct 6, 2026, creating a Term B-1 loan facility and borrowing the full amount of the Term B-1 Loans on the Closing Date: $8,500,000,000 of seven-year Dollar Term B-1 Loans and €850,000,000 of seven-year Euro Term B-1 Loans. The filing says the company used the net proceeds from the notes, borrowings under the Credit Facilities, cash on hand and net proceeds of the PIPE Transaction to finance the Merger, repay certain existing debt and pay related fees and expenses.
• The filing says on the Closing Date the company repaid all loans and terminated its Amended and Restated Credit Agreement dated Jan 23, 2020.
• The filing says the Merger closed and, at the effective time, each share of WBD Series A common stock outstanding (other than shares canceled or with appraisal rights) was converted into the right to receive $31.00 plus ticking consideration; the aggregate ticking consideration was $41,886,975.78. The filing says PIPE Investors subscribed on Oct 6, 2026 for 3,917,657,246 shares of Class B common stock at $12.00 per share.
• The filing says the company filed an amended and restated certificate of incorporation and bylaws, effective Oct 6, 2026, reflecting a change in name from "Paramount Skydance Corporation" to "Skydance Corporation."

Key details

• First lien notes: $30,000,000,000 issued in tranches, including $3,500,000,000 of 6.300% due 2028 and $3,500,000,000 of 6.550% due 2029, among other maturities through 2066.
• Second lien notes: $11,400,000,000 of U.S. dollar second lien notes (including $6,000,000,000 of 8.250% due 2031) and €885,000,000 of 7.000% euro second lien notes due 2031.
• Term B-1 loans: $8,500,000,000 Dollar Term B-1 Loans and €850,000,000 Euro Term B-1 Loans, seven-year maturity; Dollar Term B-1 Loans amortize 1.00% per annum beginning in the thirteenth fiscal quarter after closing.
• Unregistered sale: 3,917,657,246 shares of Class B common stock sold to PIPE Investors at $12.00 per share in reliance on Section 4(a)(2) of the Securities Act.

Why it may matter

• The filing reports Items 1.01, 1.02, 2.01, 2.03, 3.02 and 5.03 of Form 8-K, covering entry into material definitive agreements for new secured notes and credit amendments, termination of a prior credit agreement, completion of the Merger and related equity treatment, creation of related financial obligations, unregistered PIPE share sales, and charter and bylaw amendments including a name change. This filing does not explain why the insider traded or why the company acted.