Paramount Skydance Corporation Announces $41.4 Billion and €885 Million Senior Secured Notes Offerings and $8.5 Billion and €850 Million Term Loan B Facility Pricing
LOS ANGELES and NEW YORK, Sept. 30, 2026 /PRNewswire/ -- PARAMOUNT SKYDANCE CORPORATION (NASDAQ: PSKY) (the "Company") today announced that it has agreed to sell $3.5 billion aggregate principal amount of 6.30% Senior Secured First Lien Notes due 2028 (the "2028 First Lien Notes"), $3.5 billion aggregate principal amount of 6.55% Senior Secured First Lien Notes due 2029 (the "2029 First Lien Notes"), $6.5 billion aggregate principal amount of 7.05% Senior Secured First Lien Notes due 2031 (the "2031 First Lien Notes"), $5.25 billion aggregate principal amount of 7.55% Senior Secured First Lien Notes due 2033 (the "2033 First Lien Notes"), $5.25 billion aggregate principal amount of 7.90% Senior Secured First Lien Notes due 2036 (the "2036 First Lien Notes"), $1.25 billion aggregate principal amount of 8.65% Senior Secured First Lien Notes due 2046 (the "2046 First Lien Notes"), $3.5 billion aggregate principal amount of 8.75% Senior Secured First Lien Notes due 2056 (the "2056 First Lien Notes") and $1.25 billion aggregate principal amount of 8.90% Senior Secured First Lien Notes due 2066 (together with the 2028 First Lien Notes, the 2029 First Lien Notes, the 2031 First Lien Notes, the 2033 First Lien Notes, the 2036 First Lien Notes, the 2046 First Lien Notes and the 2056 First Lien Notes, the "First Lien Senior Secured Notes"). In addition, the Company has agreed to sell $6 billion aggregate principal amount of 8.250% Senior Secured Second Lien Notes due 2031 (the "2031 Second Lien Dollar Notes"), €885 million aggregate principal amount of 7.000% Senior Secured Second Lien Notes due 2031 (together with the 2031 Second Lien Dollar Notes, the "2031 Second Lien Notes"), $4 billion aggregate principal amount of 8.875% Senior Secured Second Lien Notes due 2034 (the "2034 Second Lien Dollar Notes"), and $1.4 billion aggregate principal amount of 9.125% Senior Secured Second Lien Notes due 2036 (the "2036 Second Lien Notes" and, together with the 2031 Second Lien Notes and the 2034 Second Lien Dollar Notes, the "Second Lien Senior Secured Notes", and, collectively with the First Lien Senior Secured Notes, the "Notes"). The sale of the Notes is expected to close on October 5, 2026, subject to customary closing conditions.
The Company today also announced that it has priced a senior secured incremental tranche of term "B" loans consisting of (a) a $8.5 billion U.S. dollar-denominated tranche (the "USD TLB Tranche"), increased from $7.5 billion as previously announced, with a corresponding reduction in the aggregate principal amount of the First Lien Senior Secured Notes, and (b) a €850 million EUR-denominated tranche (the "EUR TLB Tranche" and, together with the USD TLB Tranche, collectively, the "Incremental Term B Facility"). The loans under the Incremental Term B Facility (i) will be issued at a price equal to (A) with respect to the USD TLB Tranche, 99.75% of their face value (or with an original issue discount of 0.25%) and (B) with respect to the EUR TLB Tranche, 100% of their face value (or with no original issue discount) and (ii) will bear interest at a rate equal to (A) with respect to the USD TLB Tranche, Term SOFR (with a 0.00% floor) plus 2.75% per annum (with stepdown) and (B) with respect to the EUR TLB Tranche, EURIBOR (with a 0.00% floor) plus 2.75% per annum (with stepdown). The Incremental Term B Facility will mature in 2033. The closing of the Incremental Term B Facility is subject to customary closing conditions.
The Company intends to utilize the net proceeds of the Notes offerings, together with cash on hand, borrowings under previously announced term loan financings (including the Incremental Term B Facility) and the net proceeds of the previously announced equity financing, to, among other things, finance the purchase price for its previously announced acquisition (the "Acquisition") of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") and the repayment of certain existing debt. Pending the consummation of the Acquisition, the net proceeds from these offerings may be invested temporarily in cash equivalents or short-term investments. Consummation of the Notes offerings is not a condition to the consummation of the Acquisition.
The Notes and related guarantees are being offered and issued 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. The Notes are only being offered and issued to persons 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. The Notes have not been and, except with respect to the First Lien Senior Secured Notes which will have registration rights, will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
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 prior to registration or qualification under the securities laws of any such jurisdiction.
Any offer of the Notes will be made only by means of the private offering memoranda, and this press release is not an offer of securities for sale in the United States or any other jurisdiction.
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.
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Cautionary Note Concerning Forward-Looking Statements
This communication contains "forward-looking statements" regarding, among other things, the potential Acquisition of WBD, including the terms and timing thereof, and the proposed financing in connection with the Acquisition, including the consummation and proposed terms of the Notes offerings. 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.