Completion of the Merger
As previously announced, on October 6, 2026, Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (the "Company"), completed its previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation ("WBD"), pursuant to the Agreement and Plan of Merger, dated as of February 27, 2026 (the "Merger Agreement"), by and among the Company, WBD and Prince Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"). On the closing date, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of the Company (the "Merger").
Warrant Distribution
Following completion of the Merger, the Company distributed on October 13, 2026 (the "Issue Date") warrants (the "Warrants") to purchase shares of the Company’s Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), as a dividend (the "Warrant Distribution") with respect to shares of Class B Common Stock held by stockholders, other than the Excluded Holders (as defined below), as of the record date of October 5, 2026 (the "Record Date"), at a ratio of one Warrant per share of Class B Common Stock. The Warrants were issued pursuant to a warrant agreement, dated October 13, 2026 (the "Warrant Agreement"), between the Company and Equiniti Trust Company, LLC, as warrant agent (the "Warrant Agent"). On the Issue Date, the Company issued 470,746,773 Warrants pursuant to the Warrant Distribution, initially entitling the holders thereof to purchase an aggregate of 470,746,773 shares of Class B Common Stock, in each case, at an initial exercise price of $12.00 per share (the "Exercise Price") and subject to customary anti-dilution adjustments as set forth in the Warrant Agreement.
The Warrants are authorized for listing on the New York Stock Exchange (the "NYSE") and are expected to commence trading on the NYSE on October 13, 2026. The Warrants will trade separately from the Company’s Class B Common Stock under the symbol "SKYD WS."
The Warrants, and the shares of Class B Common Stock issuable upon the exercise of such Warrants, have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the Company’s registration statement on Form S-3 (File No. 333-297906), which was originally filed with the Securities and Exchange Commission (the "SEC") on July 31, 2026 and a prospectus supplement filed on October 5, 2026. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, including, without limitation, the Warrants or the shares of Class B Common Stock issuable upon exercise of the Warrants.
Settlement of the WBD Notes Exchange Offers and Tender Offers
In connection with the Merger, on May 19, 2026, the Company commenced offers to holders of certain outstanding senior notes (collectively, the "Existing Exchange Offer Notes") issued by each of Discovery Communications, LLC ("DCL") and Discovery Global Holdings, Inc. ("DGH"), each of which is a direct or indirect subsidiary of WBD, to exchange the Existing Exchange Offer Notes for an equal principal amount of Notes (as defined below) of the Company with corresponding maturities and, subject to certain exceptions, corresponding interest rates (such offers, the "Exchange Offers"). The Notes are guaranteed by certain of the Company’s subsidiaries (the "Guarantors" and each, a "Guarantor") and secured on a second lien basis by substantially all of the assets of the Company and the Guarantors, subject to certain exceptions.
On May 19, 2026, DCL and DGH also commenced solicitations of consents from holders of certain series of their senior notes to adopt proposed amendments (the "Proposed Amendments") to the indentures governing such notes to, among other things, extend to March 4, 2027 (the "Exchange Offer Deadline") the deadline to commence one or more offers (the "Junior Lien Exchange Offers") to exchange certain of the senior notes issued by DCL and DGH, as applicable, for new junior lien secured notes with the same economic terms (including denominations, interest rate, interest payment dates, maturity date and redemption provisions) to be issued by DCL or DGH, as applicable (the "junior lien notes"), and to modify the terms of such future junior lien notes from the terms contemplated by the offer to purchase and consent solicitation statement of DGH and DCL, dated as of June 9, 2025, including the removal of certain covenants, changes to guarantees and collateral requirements, and removal of the requirement that the same principal amount of junior lien notes be issued in exchange for the applicable existing senior notes. On May 27, 2026, DCL and DGH received requisite consents for the adoption of the Proposed Amendments and entered into supplemental indentures implementing the Proposed Amendments. The Company made payment of the consent payment payable with respect to consents that had been validly delivered and accepted. Certain senior notes with respect to which consents had been validly delivered and accepted were entitled to participate in the Exchange Offers and Tender Offers (as defined below).
The Exchange Offers expired on October 6, 2026, following the closing of the Merger, and the Exchange Offers settled on October 9, 2026. Holders of approximately 99.15% of the aggregate principal amount of the Existing Exchange Offer Notes validly tendered in the Exchange Offers, and on October 9, 2026, the Company issued $11,983,970,000 and €546,547,000 in aggregate principal amount of Notes in exchange for such Existing Exchange Offer Notes pursuant to the Fifth Supplemental Indenture and the Sixth Supplemental Indenture (each as defined below), respectively. The Existing Exchange Offer Notes that were exchanged have been canceled, and those Existing Exchange Offer Notes that were not exchanged remain outstanding obligations of DCL or DGH, as applicable. The Notes were issued in a private transaction exempt from registration under the Securities Act, and the Company received no cash proceeds from the Exchange Offers.
Concurrently with the Exchange Offers, the Company offered to purchase for cash two additional series of senior notes of DCL and DGH (the "Existing Tender Offer Notes") (such offers, the "Tender Offers"). The Tender Offers expired and settled on the same dates as the Exchange Offers, and holders of approximately 98.83% of the aggregate principal amount of the Existing Tender Offer Notes validly tendered in the Tender Offers. As a result, the Company purchased $2,395,448,000 in aggregate principal amount of Existing Tender Offer Notes for $2,380,201,732.56 in cash, plus accrued and unpaid interest. The Existing Tender Offer Notes that were validly tendered and purchased have been canceled, and those Existing Tender Offer Notes that were not tendered remain outstanding obligations of DCL or DGH, as applicable.
For senior notes of DCL and DGH that are entitled to the Junior Lien Exchange Offers, if the Junior Lien Exchange Offers are not commenced by the Exchange Offer Deadline, DCL and DGH, as applicable, will be required to pay to each holder of the applicable senior notes entitled to participate in the Junior Lien Exchange Offers a one-time cash payment in the amount of $100 per $1,000 principal amount or €100 per €1,000 principal amount, as applicable, of the applicable senior notes held by such holder.