Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
Original HTML

Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers

LOS ANGELES and NEW YORK, Sept. 21, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the 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 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 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 Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on October 2, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, July 17, 2026, July 24, 2026, July 31, 2026, August 7, 2026, August 17, 2026, August 24, 2026, August 31, 2026, September 8, 2026, and September 14, 2026.

As of 5:00 p.m., New York City time, on September 18, 2026, approximately 66.87% and 75.12% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

The Exchange Offers are being 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 are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers 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 will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (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"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

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 Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other 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 Paramount.

Class (B2B/B2C)
B2B
Ingest Status
Need Review
Dedupe hash
prn_302885233
Press Eligible
Yes
Press Eligible Reason
QA FAIL (need review): TARGET states 'marking the twelfth extension' but SOURCE explicitly lists 12 prior extensions, making the current announcement the 13th extension. This is a factual error.
Source Name
Unknown Company
Original Summary

<p>LOS ANGELES and NEW YORK, Sept. 21, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the "Tender Offers" and each, a "Tender Offer")...</p>

Generated Article_json
{"target_audience": "b2b", "is_medical": false, "ai_generated_title": "Paramount Skydance Extends WBD Note Exchange Offers to Oct. 2", "body_html": "<p><strong>Los Angeles -- [CURRENT_DATE] --</strong> Paramount Skydance Corporation (NASDAQ: PSKY) has pushed back the expiration date of its exchange and tender offers for Warner Bros. Discovery-linked notes to 5:00 p.m. New York time on October 2, 2026, marking the twelfth extension of the process since June 12, 2026.</p><h5>Paramount ties settlement timing to its pending Warner Bros. Discovery acquisition</h5><p>The company said settlement dates for the offers, previously expected in the third quarter of 2026, will now be timed to occur on or shortly after the closing of its proposed acquisition of Warner Bros. Discovery, Inc. Paramount indicated it anticipates further extending the deadline as needed to align with that closing.</p><h5>Tender participation reaches 66.87% and 75.12% across note categories</h5><p>As of 5:00 p.m. New York time on September 18, 2026, holders had validly tendered approximately 66.87% of the aggregate principal amount of Existing Tender Offer Notes and 75.12% of Existing Exchange Offer Notes issued by Discovery Global Holdings, Inc. and Discovery Communications, LLC. Paramount cautioned that these figures do not reflect final results given the planned extensions.</p><h5>Offers target debt issued by Discovery Global Holdings and Discovery Communications</h5><p>The tender offers involve cash purchases of notes issued by the two Warner Bros. Discovery entities, while the exchange offers swap those notes for new debt to be issued by Paramount. The exchange offers remain restricted to qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S, requiring eligibility certification through Global Bondholder Services Corporation.</p><h5>BofA Securities and Citigroup manage the debt restructuring process</h5><p>Paramount has retained BofA Securities and Citigroup as dealer managers for the offers, with Global Bondholder Services Corporation acting as exchange and information agent. Latham & Watkins LLP is advising Paramount, while Cahill Gordon & Reindel LLP represents the dealer managers. Holders retain the right to withdraw tendered notes at any point before the new expiration date.</p>", "meta_description": "Paramount Skydance extends WBD note exchange and tender offers to Oct. 2, 2026, tying settlement to its pending Warner Bros. Discovery acquisition close.", "seo_keywords": "Paramount Skydance, Warner Bros Discovery acquisition, exchange offer, tender offer, debt restructuring, note holders, BofA Securities, Citigroup", "companies": ["Paramount Skydance Corporation", "Warner Bros. Discovery", "Discovery Communications"], "industries": ["Broadcasting"], "markets_regions": ["United States"], "news_type": ["financial_disclosure", "regulatory_update"], "themes": ["mergers_and_acquisitions", "debt_restructuring"], "products": [], "events": [], "cta_text": "Contact Global Bondholder Services Corporation for details on the Paramount exchange and tender offers.", "learn_more": "https://gbsc-usa.com/paramount", "fact_check": {"accuracy_score": 100, "legal_risk": "low", "corrections_made": [], "recommendation": "publish"}}
Content Hash (SHA-256, erste 32 hex)
20b3f4acc83b55fea4d2204051445c51