by Pankti Antani
Oct 07, 2026 9:53 AM ET
Skydance Corporation Announces Expiration, Pricing Terms, and Settlement of Exchange Offers and Tender Offers
Oct 06, 2026, 22:08 ET
LOS ANGELES and NEW YORK, Oct. 6, 2026 /PRNewswire/ -- Skydance Corporation (F/K/A PARAMOUNT SKYDANCE CORPORATION) (NYSE: SKYD) (the "Company") announced today the final tender results of its 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 first 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 second 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 the Company (the "New SKYD Notes").
The Offers were made in connection with the acquisition (the "Acquisition") by the Company of Warner Bros. Discovery, Inc. ("WBD"), which Acquisition was consummated earlier today, October 6, 2026.
The Offers expired at 5:00 p.m., New York City time, on October 6, 2026 (the "Expiration Date"). Settlement of the Offers is expected to occur on October 9, 2026 (the "Settlement Date"), subject to all the conditions to the applicable Offer having been satisfied or waived by the Company.
Tender Offers
As of the Expiration Date, based on information provided by Global Bondholder Services Corporation, the tender agent and information agent for the Tender Offers, approximately 98.83% of the aggregate principal amount of Existing Tender Offer Notes were validly tendered in the Tender Offers. As previously announced, holders of Existing Tender Offer Notes who validly tendered (and did not validly withdraw) their Existing Tender Offer Notes in the applicable Tender Offer at or prior to the Expiration Date, and who beneficially owned such tendered Existing Tender Offer Notes on the Expiration Date, are 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") determined by reference to the applicable fixed spread specified in the table below 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 below. The Reference Yields listed in the table below were determined (pursuant to the Offer to Purchase) by the dealer managers at 10:00 a.m., New York City time, today, October 6, 2026. In addition to the Tender Consideration, the Company 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 Settlement Date.
The following table sets forth the aggregate principal amounts of each series of Existing Tender Offer Notes that the Company has accepted for purchase on the Settlement Date and pricing information for the Tender Offers:
Existing Tender | Issuer of | CUSIP No. / | Aggregate | Aggregate | Reference U.S. | Reference | Fixed | Tender |
3.755% Senior | DGH Issuer | 254948 AH5 US254948AH58 254948 AN2 US254948AN27 U25483 AA3 USU25483AA38 | $1,189,336,000 | $1,182,277,000 | 4.250% U.S.T. due | 4.230 % | 0 bps | $997.93 |
3.950% Senior | DCL Issuer | 25470D CP2 US25470DCP24 | $1,234,458,000 | $1,213,171,000 | 3.875% U.S.T. due | 4.711 % | 0 bps | $989.45 |
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(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 |
(2) | As reported by Global Bondholder Services, the tender agent and information agent for the Tender Offers. |
(3) | Payable for each $1,000 in aggregate principal amount of Existing Tender Offer Notes tendered as of the Expiration Date and accepted for purchase by the |
Existing Tender Offer Notes that are accepted and purchased on the Settlement Date will be cancelled and will no longer remain outstanding obligations of the WBD Issuers. Existing Tender Offer Notes not tendered pursuant to the Tender Offers will remain outstanding obligations of the DCL Issuer or the DGH Issuer, as applicable.
Exchange Offers
As of the Expiration Date, based on information provided by Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers, approximately 99.15% of the aggregate principal amount of Existing Exchange Offer Notes were validly tendered in the Exchange Offers. As previously announced, holders of Existing Exchange Offer Notes who validly tendered (and did not validly withdraw) their Existing Exchange Offer Notes in the applicable Exchange Offer at or prior to the Expiration Date, and who beneficially own such tendered Existing Exchange Offer Notes on the Expiration Date, are eligible to receive $1,000 or €1,000, as applicable, in aggregate principal amount of the applicable series of New SKYD Notes for each $1,000 or €1,000, as applicable, principal amount of Existing Exchange Offer Notes validly tendered for exchange (the "Exchange Consideration"). Interest on the New SKYD Notes will accrue from (and including) the most recent date on which interest has been paid on the corresponding series of Existing Exchange Offer Notes accepted in the Exchange Offers. On the first interest payment date following the Settlement Date, the Company will pay interest equal to the sum of (i) all accrued and unpaid interest on the Existing Exchange Offer Notes accepted in the Exchange Offers from the latest applicable interest payment date for such series of Existing Exchange Offer Notes to, but not including, the Settlement Date plus (ii) all accrued and unpaid interest on the New SKYD Notes from, and including, the Settlement Date to, but not including, such interest payment date.
The following table sets forth the aggregate principal amounts of each series of Existing Exchange Offer Notes that the Company has accepted for exchange:
Existing Exchange | Issuer of Existing | CUSIP No. / Common | Aggregate Principal | Aggregate Principal | Exchange Consideration(3) |
4.125% Senior Notes | DCL Issuer | 25470D CQ0 US25470DCQ07 | $655,825,000 | $654,158,000 | $1,000 in aggregate principal |
3.625% Senior Notes | DCL Issuer | 25470D CR8 US25470DCR89 | $914,183,000 | $901,354,000 | $1,000 in aggregate principal |
5.000% Senior Notes | DCL Issuer | 25470D CS6 US25470DCS62 | $453,281,000 | $447,251,000 | $1,000 in aggregate principal |
6.350% Senior Notes | DCL Issuer | 25470D CT4 US25470DCT46 | $438,102,000 | $431,542,000 | $1,000 in aggregate principal |
4.950% Senior Notes | DCL Issuer | 25470D CU1 US25470DCU19 | $130,366,000 | $130,307,000 | $1,000 in aggregate principal |
4.875% Senior Notes | DCL Issuer | 25470D CV9 US25470DCV91 | $141,584,000 | $141,484,000 | $1,000 in aggregate principal |
5.200% Senior Notes | DCL Issuer | 25470D CW7 US25470DCW74 | $3,161,000 | $2,878,000 | $1,000 in aggregate principal |
5.300% Senior Notes | DCL Issuer | 25470D CX5 US25470DCX57 | $247,860,000 | $247,683,000 | $1,000 in aggregate principal |
4.054% Senior Notes | DGH Issuer | 254948 AJ1 US254948AJ15 254948 AP7 US254948AP74 U25483 AB1 USU25483AB11 | $1,353,828,000 | $1,343,925,000 | $1,000 in aggregate principal |
4.279% Senior Notes | DGH Issuer | 254948 AK8 US254948AK87 254948 AQ5 US254948AQ57 | $2,691,764,000 | $2,673,619,000 | $1,000 in aggregate principal |
5.050% Senior Notes | DGH Issuer | 254948 AL6 US254948AL60 254948 AR3 US254948AR31 U25483 AD7 USU25483AD76 | $4,104,687,000 | $4,065,355,000 | $1,000 in aggregate principal |
5.141% Senior Notes | DGH Issuer | 254948 AM4 US254948AM44 254948 AS1 US254948AS14 | $949,883,000 | $944,414,000 | $1,000 in aggregate principal |
4.302% Senior Notes | DGH Issuer | XS3393993285 339399328 | €236,752,000 | €235,100,000 | €1,000 in aggregate principal |
4.693% Senior Notes | DGH Issuer | XS3393994507 339399450 | €316,641,000 | €311,447,000 | €1,000 in aggregate principal Second Lien Notes due 2033 |
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(1) | No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Existing Exchange Offer Notes. Such |
(2) | As reported by Global Bondholder Services, the exchange agent and information agent for the Exchange Offers. |
(3) | Consideration (i) per $1,000 in aggregate principal amount of U.S. dollar-denominated Existing Exchange Offer Notes tendered and (ii) per €1,000 in aggregate |
Existing Exchange Offer Notes acquired in the Exchange Offers will be retired and cancelled. Existing Exchange Offer Notes not acquired in the Exchange Offers will remain outstanding obligations of the DCL Issuer or DGH Issuer, as applicable.
The Exchange Offers were 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 were not registered under any state or foreign securities laws. The New SKYD Notes 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 were made, and the New SKYD Notes were offered and issued, only to holders of applicable Existing Exchange Offer Notes who were (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").
General
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 Skydance Corporation
Skydance Corporation is a next-generation global media and entertainment company, composed of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company's portfolio unites legendary brands, including Paramount, Warner Bros., HBO and HBO Max, Paramount+, Pluto TV, CBS, CNN, CBS Sports, TNT Sports, Nickelodeon, Cartoon Network, MTV, Food Network, BET, HGTV, and Comedy Central.