LOS ANGELES and NEW YORK, May 19, 2026 /PRNewswire/ -- Paramount Skydance Corporation $(PSKY)$ ("Paramount") today announced that it has commenced (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"), 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 newly issued New PSKY Notes (defined by reference to the table set forth below) to be issued by Paramount with the same currency, maturity date, interest payment dates and interest rates (with certain exceptions as indicated on the table below) as the Existing Exchange Offer Notes validly tendered and accepted in the Exchange Offers.
The Tender Offers and Exchange Offers (together, the "Offers") are being conducted in connection with the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"), the parent entity of the WBD Issuers. The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers.
Concurrently with the Offers, the WBD Issuers have commenced solicitations (collectively, the "Consent Solicitations"), upon the terms and subject to the conditions set forth in the related consent solicitation statement, of consents from holders of certain series of notes issued by the WBD Issuers (the "WBD Notes") to certain proposed amendments (the "Proposed Amendments") to the indentures governing the WBD Notes (the "Existing WBD Indentures") that would (i) extend the deadline by which the WBD Issuers are obligated to commence an offer for junior lien secured notes ("Junior Lien Exchange Notes") of the WBD Issuers in exchange for the WBD Notes (a "Required Exchange Transaction") from December 30, 2026 to the End Date (as defined in the Agreement and Plan of Merger governing the Acquisition (the "Merger Agreement")), which is March 4, 2027 (as such date may be extended by the parties to the Merger Agreement); provided that if the Merger Agreement is validly terminated on or prior to the End Date, such deadline shall mean the date that is the later of (x) December 30, 2026 and (y) 90 calendar days following the date on which the Merger Agreement is validly terminated, (ii) specify that such Junior Lien Exchange Notes either: (1) if the Acquisition is consummated, (a) will not include a restrictive liens covenant or a restricted debt prepayments covenant, (b) will be guaranteed on a senior basis by WBD and each subsidiary of the applicable WBD Issuer that is an obligor under the senior secured funded debt facility with the lowest lien priority to which WBD is an obligor as of the consummation of the Acquisition (the "Applicable Take-Out Facility"), (c) will be secured by the assets of WBD, the applicable WBD Issuer, and such applicable guarantor subsidiaries, with such modifications as deemed necessary or advisable by the applicable WBD Issuer to reflect liens on such assets that are junior in priority to the Applicable Take-Out Facility, and (d) the requirement that the Required Exchange Transaction be for the same principal amount of Junior Lien Exchange Notes will be removed, or (2) if the Acquisition is not consummated or the Merger Agreement is terminated pursuant to its terms, will be substantially consistent (as determined by the applicable WBD Issuer (in its sole discretion)) with the terms expressly set forth under the "Brief Description of the Junior Lien Exchange Notes" section of the offer to purchase and consent solicitation statement, dated as of June 9, 2025, subject to certain other modifications, and (iii) make certain technical and other modifications to reflect the foregoing contemplated amendments and to cure certain ambiguities in the Existing WBD Indentures.
The WBD Notes include the Offer Notes, but not all WBD Notes are Offer Notes. In order to be eligible to participate in any Offer, holders of Offer Notes must first deliver their consents in the Consent Solicitations. In accordance with the terms of the Consent Solicitations, holders of Offer Notes identified by the CUSIP No./Common Code/ISIN set forth in the tables below who have validly delivered (and not validly revoked) consents in the Consent Solicitations will receive a temporary CUSIP or ISIN number (a "Temporary Identifier") for their applicable Offer Notes, which Offer Notes will, from the period commencing from the receipt by the holders of such Temporary Identifier until the expiration of applicable Offer, trade separately from the Offer Notes of holders who have not so consented or whose WBD Notes are not Offer Notes, each of which will retain their existing identifier. Only holders of Offer Notes bearing a Temporary Identifier will be eligible to participate in the applicable Offer.
The Offers are, in each case, subject to the satisfaction or waiver of certain conditions, including, among other things, the conditions that (i) requisite consents are received for each of the Proposed Amendments in the Consent Solicitations and (ii) the Acquisition is consummated. As a result, the settlement of the Offers is conditioned on the closing of the Acquisition, and Paramount currently anticipates extending the expiration date for such Offers until such time that would result in the Settlement Date (as defined below) occurring on the closing date of the Acquisition or within one business day thereof.
Tender Offers
The consideration offered in the Tender Offers per $1,000 in aggregate principal amount of Existing Tender Offer Notes tendered is summarized below.
Existing Issuer Aggregate Principal CUSIP No. / Reference Fixed Bloomberg
Tender Offer of Amount Outstanding ISIN(1) U.S. Spread Reference
Notes to be Existing Treasury (basis Page(2)
Tendered Tender Security points)
Offer
Notes
------------- -------- ------------------- ------------- --------- ------- ---------
3.755% Senior DGH $1,195,271,000 55903V BL6 4.250% U. 0 bps FIT3
Notes due Issuer US55903VBL62 S.T. due
2027 55903VBK8 March 15,
U55632 AM2 2027
USU55632AM23
------------- -------- ------------------- ------------- --------- ------- ---------
3.950% Senior DCL $1,249,026,000 25470D BS7 3.875% U. 0 bps FIT4
Notes due Issuer US25470DBS71 S.T. due
2028 March 15,
2028
------------- -------- ------------------- ------------- --------- ------- ---------
__________
1. No representation is made as to the correctness or accuracy of the
identifiers listed in this press release or printed on the Existing Tender
Offer Notes. Such identifiers are provided solely for the convenience of
the Tender Noteholders (as defined below). Tender Noteholders who have
validly delivered (and not validly revoked) their consents pursuant to the
Consent Solicitations will receive a Temporary Identifier for their
applicable Existing Tender Offer Notes, which Existing Tender Offer Notes
will, from the period commencing from the receipt by the holders of such
Temporary Identifier until the expiration of applicable Tender Offer,
trade separately from the Existing Tender Offer Notes of holders who have
not so consented and from the WBD Notes that are not Offer Notes, each of
which will retain their existing identifier as reflected in the table set
forth above. Only holders of Existing Tender Offer Notes bearing a
Temporary Identifier will be eligible to participate in the Tender
Offers.
2. The Bloomberg Reference Page is provided for convenience only. To the
extent any Bloomberg Reference Page changes prior to the Price
Determination Date (as defined below), the Dealer Managers (as defined
herein) will quote the applicable Reference Treasury Security (as defined
below) from the updated Bloomberg Reference Page.
Holders of Existing Tender Offer Notes ("Tender Noteholders") with a Temporary Identifier who validly tender (and do not validly withdraw) their Existing Tender Offer Notes in the applicable Tender Offer at or prior to 5:00 p.m., New York City time, on June 17, 2026 (the "Tender Expiration Date"), and who beneficially own such tendered Existing Tender Offer Notes on the Tender Expiration Date, will be eligible to receive, for each $1,000 in aggregate principal amount of Existing Tender Offer Notes validly tendered and accepted for purchase pursuant to the Tender Offers, consideration (the "Tender Consideration") to be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread (the "Fixed Spread") specified in the table above for each series of Existing Tender Offer Notes over the yield (the "Reference Yield") based on the bid-side price of the applicable U.S. Treasury Security specified in the table above (the "Reference Treasury Security"), as calculated at 10:00 a.m., New York City time, on the date on which the Expiration Date occurs (such time and date, the "Price Determination Date"). For the applicable series of Existing Tender Offer Notes, if the Tender Offer Yield as determined in accordance with the Offer to Purchase (the "Tender Offer Yield") is less than the contractual annual rate of interest for such Existing Tender Offer Notes, then such Tender Consideration will be calculated based on the par call date; if the Tender Offer Yield as determined in accordance with the Offer to Purchase is higher than or equal to the contractual annual rate of interest for such series of Existing Tender Offer Notes, then such Tender Consideration will be calculated based on the maturity date.
Tenders of Existing Tender Offer Notes may be withdrawn at any time prior to the Tender Expiration Date. There is no premium for tendering prior to the Tender Expiration Date. Upon the terms and subject to the conditions of the Tender Offers, the settlement date for the Tender Offers will occur promptly after the Tender Expiration Date and on or promptly following the closing date of the Acquisition (the "Tender Settlement Date"), which is expected to occur in the third quarter of 2026. In addition to the Tender Consideration, Paramount will pay in cash accrued and unpaid interest on the Existing Tender Offer Notes accepted in the Tender Offers from the applicable latest interest payment date for such series of Existing Tender Offer Notes to, but not including, the Tender Settlement Date.
Paramount intends to pay the Tender Consideration and any applicable accrued and unpaid interest on the Existing Tender Offer Notes accepted in the Tender Offers using cash on hand. Existing Tender Offer Notes that are accepted and purchased in the Tender Offers will be cancelled and will no longer remain outstanding obligations of the WBD Issuers.
Exchange Offers
The consideration offered in the Exchange Offers (i) per $1,000 in aggregate principal amount of U.S. dollar-denominated Existing Exchange Offer Notes tendered and (ii) per EUR1,000 in aggregate principal amount of Euro-denominated Existing Exchange Offer Notes tendered, in each case, is summarized below.
Consideration per
$/EUR1,000
principal amount
of Existing
Exchange Offer
Notes
----------------- ------------ -------------- ----------------- -----------------
Existing Exchange Issuer of Aggregate CUSIP No. / New PSKY Notes
Offer Notes to be Existing Principal Common Code / Offered and
Tendered Exchange Amount ISIN(1) Exchange
Offer Notes Outstanding Consideration
----------------- ------------ -------------- ----------------- -----------------
4.125% Senior DCL $662,268,000 25470D $1,000 in
Notes due Issuer CA5 aggregate
2029 US25470DCA54 principal
amount of
6.250%
Senior
Secured
Second Lien
Notes due
2029
----------------- ------------ -------------- ----------------- -----------------
3.625% Senior DCL Issuer $917,517,000 25470D CC1 $1,000 in
Notes due 2030 US25470DCC11 aggregate
principal amount
of 4.875% Senior
Secured Second
Lien Notes due
2030
----------------- ------------ -------------- ----------------- -----------------
5.000% Senior DCL Issuer $454,862,000 25470D BY4 $1,000 in
Notes due 2037 US25470DBY40 aggregate
principal amount
of 5.000% Senior
Secured Second
Lien Notes due
2037
----------------- ------------ -------------- ----------------- -----------------
6.350% Senior DCL Issuer $443,529,000 25470D BZ1 $1,000 in
Notes due 2040 US25470DBZ15 aggregate
principal amount
of 6.350% Senior
Secured Second
Lien Notes due
2040
----------------- ------------ -------------- ----------------- -----------------
4.950% Senior DCL Issuer $130,643,000 25470D BW8 $1,000 in
Notes due 2042 US25470DBW83 aggregate
principal amount
of 4.950% Senior
Secured Second
Lien Notes due
2042
----------------- ------------ -------------- ----------------- -----------------
4.875% Senior DCL Issuer $142,017,000 25470D BX6 $1,000 in
Notes due 2043 US25470DBX66 aggregate
principal amount
of 4.875% Senior
Secured Second
Lien Notes due
2043
----------------- ------------ -------------- ----------------- -----------------
5.200% Senior DCL Issuer $4,230,000 25470D BV0 $1,000 in
Notes due 2047 US25470DBV01 aggregate
principal amount
of 5.200% Senior
Secured Second
Lien Notes due
2047
----------------- ------------ -------------- ----------------- -----------------
5.300% Senior DCL Issuer $248,458,000 25470D BU2 $1,000 in
Notes due 2049 US25470DBU28 aggregate
principal amount
of 5.300% Senior
Secured Second
Lien Notes due
2049
----------------- ------------ -------------- ----------------- -----------------
4.054% Senior DGH Issuer $1,364,619,000 55903V BY8 $1,000 in
Notes due 2029 US55903VBY83 aggregate
55903VBX0 principal amount
(MORE TO FOLLOW) Dow Jones Newswires
May 19, 2026 17:07 ET (21:07 GMT)
Comments