Commentary & Deal Flow

+++Correction: there are no registration rights on the EUR tranche+++.

Paramount Skydance Corporation (PSKY, PARA) $12.4bn equiv 144A/Reg S sr sec 2nd lien notes 5-part. B1/BB/BB (stable/stable/stable). Via BofA (B&D) left lead bookrunner, Citi/Apollo jt global coords, DB/WFS/Barc/BNP/GS/Miz/MS/TD jt books, SMBC/TSI/RBC/NWM as sr co-managers, Citizens/PNC/ICBC as co-managers. New York law.

- USD sr sec 2nd lien notes due 2031 (5y). NC2 (50%, 25%, par). No reg rights. Denoms: 2kx1k. IPT: low-mid 8s.

- USD sr sec 2nd lien notes due 2034 (8y). NC3 (50%, 25%, par). No reg rights. Denoms: 2kx1k. IPT: high 8s.

- USD sr sec 2nd lien notes due 2036 (10y). NC5 (50%, 25%, par). No reg rights. Denoms: 2kx1k. IPT: low 9s.

- EUR sr sec 2nd lien notes due 2031 (5y). NC2 (50%, 25%, par). No reg rights. Listed on TISE. Denoms: 100kx1k. Whisper: 100bp inside US$ 5y tranche

- EUR sr sec 2nd lien notes due 2034 (8y). NC3 (50%, 25%, par). No reg rights. Listed on TISE. Denoms: 100kx1k. Whisper: 100bp inside US$ 8y tranche.

Investor call at 10:30am 09/28. Q&A calls at 12pm 09/28 and 1pm 09/28. Commitments due 09/30. UOP: along with $32bn of sr sec 1st lien IG-rated notes (Ba1/BBB-/BBB-) USD only tranches of 2-, 3-, 5-, 7-, 10-, 20-, 30- and 40-year (all NCL) (which mandated investor calls this morning via BofA/Citi, and will price 09/30), $7.50bn (US$6.5bn/EUR1 equivalent) sr sec 1st lien term loan B, and $5bn sr sec 1st lien term loan A, which has already been raised, to fund the acquisition of Warner Bros Discovery Inc (WBD) for $31.00 per share in cash or $81bn total equity ($110bn enterprise value).  The deal will also be funded with a $47bn new equity private placement of Class B shares at $16.02 per share by the Ellison Family ($46.720bn) and RedBird Capital Partners ($250m), and others. PSKY equity holders will also be given the opportunity to participate in a rights offering for up to $3.25bn PSKY Class B Common shares at $16.02 per share. BofA/Citi/Apollo originally provided a $54bn debt commitment ($38.6m new bridge loan and a new $15bn bridge loan replacing the existing WBD debt refi bridge loan incurred 06/30/25, to fund the $14.5bn cash cap tender offer across six different bond pools covering all of its approx $35.5bn of outstanding bonds ($17.7bn face amount of bonds were retired)), also a $3.5bn bridge loan to backstop PSKY's existing revolver, which has now been replaced by a new $5bn revolver.  $12.8bn of 2nd lien sr sec notes will also be issued in the exchange offer for a portion of the existing Warner Bros Discovery debt. The debt financing also includes $14.6bn rolled PSKY global unsecured note, $2.6bn rolled WBD unsecured notes and $700m rolled financing leases. The previous plan to spin off WBD's Global network business that was announced 06/09/2025 was canceled. Biz: The combination between Paramount, a global media and entertainment company, with Warner Bros. Discovery, will create a substantial and diversified media leader with best-in-class film and television studios, streaming and linear platforms and an exceptional intellectual property portfolio.HQ: New York, NY. (Acquisition accepted 02/26/2026). 

Net Roadshow GIC Link: https://www.netroadshow.com/events/login/1PeTHmohCh3Bsvq2oS64mIKJqyCauLGDqpHpI. Entry code: 575726.
Slides Only: www.netroadshow.com. Entry code: WARRIOR26.
Q&A Call #1 Link (Monday, 28 September at 5:00 PM UKT / 12:00 PM ET): https://www.netroadshow.com/events/login/1PeTHmojAK8H9LengdkuSo44pbQqZfHnv2I3E
Q&A Call #2 Link: (Monday, 28 September at 6:00 PM UKT / 1:00 PM ET): https://www.netroadshow.com/events/login/1PeTHmoj9vryxdYcaLNxQrbAu2suOEBaP9gSv