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Paramount Skydance Corporation Announces Results of Warner Bros.' Consent Solicitations

Los Angeles and New York, May 27, 2026 - Paramount Skydance Corporation (NASDAQ: PSKY) has formally declared the completion of consent solicitations related to Warner Bros. Discovery, Inc. (WBD), marking an important milestone in the ongoing acquisition process. This announcement highlights the cooperation between the respective entities in facilitating a potential merger that is anticipated to reshape the media landscape.

Understanding the Context of the Consent Solicitations

Warner Bros. Discovery announced the achievement of requisite consents necessary for implementing specific amendments suggested for existing indentures governing its senior unsecured notes. These actions, part of the consent solicitations initiated by Discovery Global Holdings, Inc. and Discovery Communications, LLC, are crucial for modifying terms of the senior unsecured notes as part of the acquisition process. The execution of supplemental indentures was completed on May 26, 2026, in response to the consents received.

The acquisition is designed to enable Paramount to integrate Warner Bros. into its expansive media portfolio, which includes noteworthy brands like Paramount Pictures and CBS. The adjustment in the existing indentures is expected to streamline operations and allow for a more cohesive structure.

Breakdown of Consent Outcomes

The solicitations were geared towards transforming approximately $12.1 billion and €0.6 billion of WBD Notes into eligible candidates for the tender and exchange offers proposed by Paramount Skydance. Notably, $2.4 billion of WBD Notes have gained eligibility for participation in the tender offers. This transition indicates a broad acceptance and signal of support from current WBD Note holders, further illuminating stakeholder confidence in the merger’s future prospects.

Interestingly, some portions of WBD's unsecured notes, totaling about $2.5 billion, are not included in the exchange offers or cash purchases. The fact that $0.1 billion of WBD Notes, while eligible, did not manage to deliver valid consents raises questions that Paramount must address moving forward.

Timeline and Expectations Ahead

Looking ahead, the Exchange Offers and Tender Offers will deadline on June 17, 2026, subject to possible extensions as Paramount navigates the intricate processes needed for acquisition closure. To further facilitate this, Paramount has indicated that it may postpone the expiration date until the acquisition is consummated.

Moreover, the Offers, restricted to qualified institutional buyers and suitable foreign holders, take their legal framework from the U.S. Securities Act of 1933. Paramount’s decision to proceed with these offers underscores its proactive approach in ensuring a seamless transition should the acquisition go through as planned.

The involvement of key financial institutions, including BofA Securities and Citigroup, as dealer managers indicates the gravity and seriousness of the business maneuvers being undertaken. Potential holders are encouraged to consult with their brokers regarding the participation in the Offers, a clear indicator of Paramount's commitment to transparency throughout this endeavor.

The Broader Picture

This merger is emblematic of the rapidly shifting dynamics in the media and entertainment landscape, where consolidation among giants is becoming a more frequent strategy in the face of competitive pressures and evolving consumer behavior. The combined strengths of Paramount and Warner Bros. hold the potential to create a diversified and more powerful entity capable of offering an extensive array of content across various platforms.

As this narrative unfolds, stakeholders and observers alike will be keenly watching the operational assimilation of the two companies and how the new combined strategies will influence market trends. Paramount Skydance aims to leverage Warner Bros.' rich library of content and loyal audience base to emerge as a frontrunner in capturing the future digital and streaming market.

This announcement not only spotlights Paramount’s ambitious plans but also sets the stage for potentially transformative changes within the broader media ecosystem. As the landscape evolves, the implications for customers and competitors alike could be far-reaching, establishing new paradigms of content delivery and consumption.