Commentary & Deal Flow

Paramount Skydance Corporation (PSKY equity and bond) (Paramount Global bond ticker remains PARA) $12.4bn equiv ($11.4bn/EUR885m) 144A/Reg S sr sec 2L notes 4-part (originally 5-part). B1/BB/BB (stable/stable/stable). Via BofA (B&D)/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. No reg rights. CoC at 101, if there is a downgrade by 2 out of 3 rating agencies, unless the 2L notes are IG rated by at least 2 out of 3 rating agencies. Pays April 15 and October 15, starting 04/15/27. Settles 10/05 (T+3).

- $6bn sr sec 2L notes due 10/15/31 (5y). NC2 (10/15/28) (MWC T+50), then at 104.125 10/15/28, 102.063 10/15/29, 100 10/15/30. Equity claw: 2y 40% at 108.25. Special call: 10% per year the 1st 2 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAN5. 144A ISIN: US69932AAN54. IPT: Low-mid 8s. Price talk: 8.375% area. Launched: $6bn at 8.25%. Priced: 8.25% at 100. +318bp vs 5% due 09/30/31.

- $4bn sr sec 2L notes due 10/15/34 (8y). NC3 (10/15/29) (MWC T+50), then at 104.438 10/15/29, 102.219 10/15/30, 100 10/15/31. Equity claw: 3y 40% at 108.875. Special call: 10% per year the 1st 3 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAP0. 144A ISIN: US69932AAP03. IPT: High 8s. Price talk: 8.875% area. Launched: $4bn at 8.875%. Priced: 8.875% at 100. +366bp vs 3.875% due 08/15/34.

- $1.4bn sr sec 2L notes due 10/15/36 (10y). NC5 (10/15/31) (MWC T+50), then at 104.563 10/15/31, 102.281 10/15/32, 100 10/15/33. Equity claw: 3y 40% at 109.125. Special call: 10% per year the 1st 3 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAQ8. 144A ISIN: US69932AAQ85. IPT: Low 9s. Price talk: 9.125% area. Launched: $1.4bn at 9.125%. Priced: 9.125% at 100. +385bp vs 4.625% due 08/15/36.

- EUR885m sr sec 2L notes due 10/15/31 (5y). NC2 (10/15/28) (MWC T+50), then at 103.5 10/15/28, 101.75 10/15/29, 100 10/15/30. Equity claw: 2y 40% at 107. Special call: 10% per year the 1st 2 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Listed on TISE. Denoms: 100kx1k. 144A ISIN: XS3445898953. Whisper: 100bp inside US$ 5y tranche. Price talk: 7.125%-7.375%. Launched: E885m at 7%-7.125% WPIR. Priced: 7% at 100. +368bp vs 0% due 08/15/31.

Dropped: EUR sr sec 2nd lien notes due 2034 (8y). NC3 (MWC T+50bp) (50%, 25%, par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. No reg rights. CoC at 101, if there is a downgrade by 2 out of 3 rating agencies, unless the 2nd lien notes are IG rated by at least 2 out of 3 rating agencies. SMR at 101 if the deal has not closed on or prior to 11-June-2027. Listed on TISE. Denoms: 100kx1k. Whisper: 100bp inside US$ 8y tranche. This tranche has been eliminated.

Also Investment Grade tranches - Paramount Skydance Corp (PSKY) (Ba1/BBB-/BBB-) US$30bn (down from $32bn) 144A/Reg S 8-part sr secured 1st lien notes. GUIDANCE: 2y T+145#, 3y T+160#, 5y T+200#, 7y T+237.5#, 10y T+262.5#, 20y T+300#, 30y T+315#, 40y T+330#.

LAUNCHED: $30bn, consisting of $3.5bn 2y at T+145; $3.5bn 3y at T+160; $6.5bn 5y at T+200; $5.25bn 7y at T+237.5; $5.25bn 10y at T+262.5; $1.25bn 20y at T+300; $3.5bn 30y at T+315; $1.25bn 40y at T+330.

Priced: $30bn 8-part consisting of:

$3.5bn 6.30% 10/5/28 99.924 6.341% T+145. MW+25.
$3.5bn 6.55% 10/5/29 99.871 6.598% T+160. MW+25.
$6.5bn 7.05% 10/15/31 99.838 7.088% T+200. MW+30.
$5.25bn 7.55% 10/15/33 99.883 7.571% T+237.5. MW+40.
$5.25bn 7.90% 10/15/36 99.886 7.916% T+262.5. MW+40.
$1.25bn 8.65% 10/15/46 99.571 8.695% T+300. MW+45.
$3.5bn 8.75% 10/15/56 99.605 8.787% T+315. MW+50.
$1.25bn 8.90% 10/15/66 99.593 8.937% T+330. MW+50.

Did investor call at 10:30am 09/28. Q&A calls were at 12pm 09/28 and 1pm 09/28. Books closed at 4:45pm UKT (from 3pm UKT) / 11:45am NYT (from 10am NYT) 09/30. UOP: along with $30bn (down from $32bn, $2bn shifted to the term loan B) 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 09/28 morning via BofA/Citi, and will price 09/30), $9.5bn (up from $7.50bn) equivalent (US$8.5bn (up from US$6.5bn)/EUR850m US$1bn equivalent) sr sec 1st lien term loan B, and $5bn sr sec 1st lien term loan A ($25bn 3y and 2.5bn 5y), which has already been raised, and $2.3bn cash on hand, to fund the acquisition of Warner Bros Discovery Inc (WBD) for $31.00 per share in cash or $81bn total equity ($110bn enterprise value), repay PSKY $1.8bn revolver, repay existing $14.7bn WBD term loans, fund the $2.4bn cash tender offer for existing WBD notes, and repay WBD $3.9bn A/R securitization facility. 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 2L 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 offer was 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