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Amidst a shaky stock performance and big debts, Paramount and Warner Bros Discovery parent Skydance now faces a new court challenge to the company’s authority over its streaming assets and corporate strategy.

It may all end up being the legal equivalent of a tsetse fly, but the latest flex by a gaggle of streaming subscribers to put some brakes on Skydance’s “post-closing organizational changes” at HBO Max and Paramount+ comes as the David Ellison-run conglomerate hopes to bring in new equity investors to booster the bottom line.

“Plaintiffs request an order requiring Defendants Paramount Skydance Corporation and Skydance Media, LLC to hold and operate separately, pending final adjudication or further order, the acquired Warner Bros. Discovery businesses and assets necessary to preserve viable independent HBO Max and Paramount+ services, together with identifiable associated film and national-news operations, so the Court may order effective divestiture if Plaintiffs prevail,” reads a preliminary injunction motion filed in federal court October 16, serving as a refiling of an earlier case. “Plaintiffs seek preservation of separate operations and relief against irreversible integration, not rescission of the completed closing.”

In their long and likely rocky road to neutering the $111 billion Paramount-WBD merger that was made official September 30, the plaintiffs — Pamela Faust, Len Marazzo, Lisa McCarthy, Deborah Rubinsohn and Gary Talewsky — are also seeking a December 3 hearing before U.S. District Judge Araceli Martínez-Olguín on their antitrust request.

The 16-page motion acknowledges that “the merger has closed.” But leaning into the big-picture ramifications of the price hike for the stand-alone streamer Discovery+ last week, the document adds: “The question now is whether the Court will preserve its power to afford an effective remedy.”

To that, the nine-point proposed order aims to go further than a widely criticized September 21 settlement that a coalition of 12 blue state attorneys general made with Ellison in their own antitrust battle.

For instance: “Separate operation. Defendants shall maintain separate identifiable operational functions for the Legacy Paramount Streaming Business and the Acquired Streaming Business. They shall maintain records sufficient to reconstruct separate revenues, expenditures, contractual rights, subscribers, content rights, and material assets of each business. They shall not eliminate the standalone Paramount+ or HBO Max subscription product or compel subscribers to migrate into a single replacement service.”

In other words, no cost-cutting relief for Team Ellison from one big streamer, at least not yet. Ellison has confirmed that after a bundling period, the home of Taylor Sheridan universe and the home of Lanterns and Game of Thrones spinoffs will become one.

“Long-term, the plan is basically to bring them together,” Ellison said in a post-merger presser two weeks ago. At added at the time: “I can’t be specific about that yet today.”

L-R: Skydance bosses David Ellison and Ynon Kreiz

Although Judge Martínez-Olguín dismissed a previous April-filed case for lack of standing, she did allow plaintiffs the right to refile, which they have via their San Francisco-based Alioto Law Firm and Foreman & Brasso firms. With that, timing is important here, as the full Paramount-WBD antitrust case is set for a dismissal hearing Wednesday; Martínez-Olguín was the judge who signed off on the settlement that turned out to be the final shoe to drop to make Ellison’s Hollywood dream deal a reality.

Interestingly, the new legal action is not slapping down the merger right now. Instead Faust, Marazzo, McCarthy, Rubinsohn and Talewsky are focused splitting up the studios in the short term. If the judge were to grant a preliminary injunction, it would certainly slow-walk the plans of Ellison and newly minted Skydance co-CEO Ynon Kreiz to tackle the $80 billion debt the melded company has.

That could prove a challenging result for Skydance outside Martínez-Olguín’s Oakland courthouse.

After just under two weeks of trading as one company, Skydance shares have been struggling, trading down about 3% middday Monday at under $7, near their low; the stock was pushing $10 when the WBD deal closed October 6. For context, Paramount Skydance hit a 52-week high of $17 in the fall of 2026 after those two companies merged.

With earnings season about to kick off, Skydance will face investors within weeks (date still TBA) and Wall Street is looking for Ellison to outline a strategy and address jitters over heavy debt. After one of the biggest leveraged buyouts in corporate history, that has become increasingly pressing as interest rates rise.

Skydance did not respond Monday to Deadline’s request for comment on the latest filing.

Jill Goldsmith contributed to this report.

The deal merging Paramount Skydance and Warner Bros. closed on Tuesday, bringing with it new questions about the future of the companies’ flagship streaming services: Paramount+ and HBO Max.

What will that mean for streaming consumers? So far, the new company hasn’t said much.

Unification “over time”Skydance announced that consumers can expect improvements in its streaming products, as well as a unification into a single service “over time,” according to a press release Tuesday. 

The exact timeline of this unification has not been announced. 

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Skydance has also not announced a pricing plan for the consolidation. Subscriptions to Paramount+ starts at $8.99 per month while HBO Max plans start at $10.99 per month.

What about bundles?Existing bundles like the Disney+, Hulu, and HBO Max package have historically brought together brands in a strategic collaboration to make access to different shows and movies across platforms more cost-efficient.

With the completion of the merger, HBO Max said in a company update that there are no plans for price or bundle changes “for now,” but hinted that new bundle options could be on the way.

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Skydance CEO David Ellison reassured a nervous Anderson Cooper that CNN will retain its editorial independence in the wake of the blockbuster Paramount-Warner Bros. Discovery merger.

Cooper interviewed Ellison and his new co-CEO Ynon Kriez about life under the newborn media behemoth at a Los Angeles town hall in front of CNN staff.

“I want to start with a smaller part of this company, but it’s going to cause you headaches: news,” Cooper shakily said to laughter, according to leaked audio of the sit-down. “Asking for a friend — or frenemies, I’m not sure.”

CNN anchor Anderson Cooper interviewed Skydance CEO David Ellison on Tuesday, asking him to pledge that the news network will remain editorially independent. Getty Images for CNN Cooper went on to lay out criticism from some observers, who have slammed CBS News editor-in-chief Bari Weiss’ handling of the network — which was already owned by Paramount before the merger — along with the Ellison family’s Trump ties and War Secretary Pete Hegseth’s recent call for the exec to overhaul CNN.

“Are there changes you want to see in coverage at CNN, are there lessons you do or don’t want to apply from CBS News?” Cooper asked.

“I believe deeply in journalism,” Ellison replied. “In the world we live in today, having truth-based, fact-based, bi-partisan news that informs the public has never been more important.”

The exec added that both CBS News and CNN’s work is “vital to democracy” and that he supports it — while planning “to scale and transition the business digitally.”

Earlier Tuesday, Ellison and Kreiz reportedly gestured at layoffs in a memo to employees.

“Integrating two companies will bring change, including difficult decisions that affect our workforce. We are committed to handling this process thoughtfully and respectfully,”  they wrote, according to Variety, though they did not detail any such plans at the town hall.

Skydance CEO David Ellison said he believes in “complete and total editorial independence.” AFP via Getty Images “As it relates to editorial, we believe in complete and total editorial independence,” Ellison said during the sitdown.

“We trust Mark, we trust the team,” he added, referring to CNN boss Mark Thompson, who will continue to lead the network.

“You’re pledging to not interfere with news coverage of CNN?” Cooper interrupted. He quit a side gig on “60 Minutes” earlier this year, purportedly to spend more time with family, though sources said he really left because he thought Weiss was biased.

“Correct,” Ellison said.

Mark Thompson, chairman and chief executive officer of CNN, will remain in his role at the newly-merged company. Bloomberg via Getty Images “Do you stand by CNN and our effort to restore access to completely cover President Trump?” Cooper asked, citing the cable network’s lawsuit against the Trump administration over the White House move to block it.

“Of course,” Ellison said.

CNN — along with co-plaintiffs MS NOW and Politico — has regained partial access to the White House thanks to a temporary federal court order, though some restrictions are still in place.

Cooper went on to tackle broader questions about the $81 billion merger that officially birthed Skydance on Tuesday.

Ynon Kreiz, Skydance’s co-CEO, touted the media giant’s vast entertainment portfolio and future growth prospects. AP Photo/Chris Pizzello Kreiz, the former CEO of Mattel, touted the company’s vast entertainment porfolio and future growth prospects.

“It is about engagement, it’s about fandom and we have everything it takes to be successful,” he said alongside Ellison.

The combined company will include two historic film studios and their Hollywood lots; major streaming services HBO Max and Paramount+; CNN and CBS News; live sports channels including CBS Sports and TNT Sports; and thousands of iconic movie titles.

Ellison said he supports CNN’s lawsuit to restore access to completely cover President Trump during the company’s townhall. Getty Images Paramount previously said it was aiming to cut $6 billion in costs over three years, partially from layoffs – which has left staff including CNN employees panicking over a potential “bloodbath.” In August, a report from Los Angeles County’s municipal government warned the merger could eradicate 4,500 film and TV jobs.

The deal crossed the finish line after settling an antitrust lawsuit brought by California Attorney General Rob Bonta and 11 other AGs, who warned the deal could crush competition, raise consumer prices, limit choices and hurt workers.

Ellison ultimately appeased Bonta with pledges to spend an additional $1.5 billion on domestic production over the next five years and release 30 high-quality theatrical films each year.

Skydance’s Class B shares started trading Tuesday on the New York Stock Exchange under the ticker symbol “SKYD,” the company said in a press release.

WBD shareholders have received an amount in cash equal to roughly $31.02 a share, as per the merger agreement. Its shares ceased trading on the Nasdaq on Tuesday. 

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Luis Silberwasser, chairman and CEO of TNT Sports, is departing the soon-to-be merged Paramount Skydance and Warner Bros. Discovery, according to people familiar with the matter.

Silberwasser informed his team of the news Monday in an e-mailed note, said the people, who asked not to be named because the communication was private.

"I am writing to let you know that, with the closing of the Paramount–WBD merger, I will be departing the company as TNT Sports and CBS Sports come together under new leadership," Silberwasser said in his note.

David Berson, president and chief executive officer of CBS Sports, will lead a newly formed global sports group that will oversee all networks, platforms and territories. The CBS Sports, TNT Sports and WBD Sports brands will roll up into the new group.

Sources familiar with the matter say Skydance is expected to make a formal announcement about Berson's move soon.

The combined company, which last week announced it will be named Skydance, will own a large swath of sports rights, including NFL Sunday afternoon games, all of March Madness, college football, NHL, NASCAR, the French Open, The Masters, and many others.

The Paramount Skydance and Warner Bros. Discovery merger is expected to close tomorrow, Oct. 6.

This story is developing.

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Paramount Skydance CEO David Ellison announced Friday that upon closing his company's merger with Warner Bros. Discovery next week, the combined entity will be named Skydance.

It's a full-circle moment for a company that has undergone two major acquisitions within the last 18 months.

"Paramount and Warner Bros. shaped over a century of culture," Ellison wrote in social media post Friday. "By combining them, we aren't rewriting history — we're equipping these iconic studios with a more powerful engine. Together, we are Skydance: a creative-first home for bold, quality storytelling."

Ellison noted the new name allows the company to preserve Paramount and Warner Bros. as distinct studios. The merged company will trade under the new ticker "SKYD."

"We never wanted a new corporate identity to diminish, alter or overshadow either one," he said. "Instead, we wanted a name that would give the combined company an identity of its own while allowing Paramount and Warner Bros. — and all our extraordinary brands — to remain in the spotlight."

The Paramount and Warner Bros. studios together are set to release 35 films next year, according to data from Rentrak.

In August 2025, Ellison's Skydance — the production company behind "Mission Impossible" movies and "Top Gun: Maverick" — closed its acquisition of Paramount. Weeks later, the CEO set his sights on Warner Bros. Discovery in a takeover effort that would ultimately launch a bidding war.

In February, Paramount Skydance and Warner Bros. Discovery struck an agreement worth roughly $110 billion on an enterprise basis.

After settling a legal challenge brought by a group of state attorneys general, Paramount Skydance said this week the deal is expected to close on Tuesday.

Upon closing, Ellison and outgoing Mattel CEO Ynon Kreiz will serve as co-CEOs.

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Paramount Skydance CEO David Ellison will soon share leadership responsibilities with outgoing Mattel CEO Ynon Kreiz. Angela Weiss/AFP via Getty Images; Jamie McCarthy/Getty Images David Ellison will share the reins of the combined Paramount-Warner Bros. Discovery with Mattel's exiting CEO, Ynon Kreiz.

Kreiz will join the new-look Paramount as co-CEO on Monday, October 5, Paramount announced on Wednesday. Ellison had been Paramount's sole CEO since its merger with Skydance last August.

Both Ellison and Kreiz will oversee employees at Paramount and WBD, which are expected to join forces in the coming days as part of a $110 billion mega-deal. Ellison will head up the creative and technology strategies while Kreiz will manage day-to-day operations and the merger integration, Paramount said.

During Kreiz's tenure at Mattel, which started in 2018, he looked to turn the toy giant behind Barbie and Uno into an entertainment powerhouse. He had initial success when "Barbie" became a billion-dollar blockbuster. However, Mattel's "Masters of the Universe" movie in June, based on the He-Man action figures, was a flop. Mattel has a slew of other entertainment projects in the works.

Kreiz said in 2024 that Mattel's entertainment strategy was "ultimately about big brands, franchises that move the market, with built-in fan bases."

Mattel announced earlier on Wednesday that it would replace Kreiz with Roger Lynch, who had been the CEO of publisher Condé Nast.

Paramount's merger with WBD, the parent company of HBO and CNN, is nearing the finish line after a monthslong saga complete with hostile bids, a competing offer from Netflix, and lawsuits from 12 US states and Hollywood writers.

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James Faris You're currently following this author! Click to unsubscribe from email alerts.

James Faris is a media correspondent in New York City.He covers the business of media & entertainment, specifically the streaming, TV, and AI strategies of Hollywood giants like Disney, Paramount, and Netflix. He previously wrote about the stock market, the economy, and real estate.James joined Business Insider after graduating magna cum laude from James Madison University.Email James at [email protected] and follow him on LinkedIn.

Media Warner Bros.

What happened Paramount Skydance Corporation (NASDAQ: PSKY) filed unaudited pro forma condensed combined financial statements for its planned Warner Bros. Discovery, Inc. acquisition. On February 27, 2026, Paramount and Prince Sub Inc. signed an Agreement and Plan of Merger with Warner Bros. Discovery. Under that deal, Merger Sub would merge with and into WBD, and WBD would survive as a wholly owned subsidiary of Paramount.

For these statements, the company assumed the Acquisition closes on October 6, 2026. It said the Acquisition has not been consummated but is considered probable. The equity subscription agreements provide for up to $46.7 billion plus Ticking Consideration from affiliates of The Lawrence J. Ellison Revocable Trust and $250.0 million from RedBird Capital Partners Fund IV (Master), L.P.

Key numbers Metric Latest Change Source Estimated cash consideration for WBD common stockholders $78.0 billion SEC 8-K Cash proceeds reflected on the unaudited pro forma Condensed Combined Balance Sheet $56.4 billion SEC 8-K New Permanent Financing up to $51.9 billion SEC 8-K Equity financing from affiliates of The Lawrence J. Ellison Revocable Trust up to $46.7 billion plus Ticking Consideration SEC 8-K Netflix Termination Fee $2.8 billion SEC 8-K Why it matters The pro forma balance sheet reflects $56.4 billion of cash proceeds from debt issuance. Total cash consideration payable to WBD common stockholders is estimated at $78.0 billion. The cash proceeds equal about 72.3% of that amount. The Acquisition Financing Transactions are expected to include $7.5 billion of Term B Loans, $32.0 billion of New First Lien Secured Notes and $12.4 billion of New Second Lien Secured Notes. Together, those instruments make up to $51.9 billion of New Permanent Financing. The filing also says the $2.8 billion Netflix Termination Fee paid under the WBD Merger Agreement was treated as purchase consideration. The caution is in the filing itself. The financing mix and final terms still depend on market conditions and final execution.

What's next The next checkpoint is closing, and the filing says that date is still uncertain. If the transaction closes after September 30, 2026, Ticking Consideration keeps accruing until closing. The company says final appraisals and other valuation analyses should be finished no later than one year after closing.

If closing lands near the October 6, 2026, assumption, the pro forma figures should stay closest to the filing's estimates. Any delay would raise Ticking Consideration and could change the financing mix the company is still arranging.

Sources SEC 8-K — Exhibit 99.2 unaudited pro forma condensed combined financial statements Read the full OptimistFi thesis on Paramount Skydance Corporation: https://optimistfi.com/stocks/PSKY

See what would break the Paramount Skydance Corporation thesis and track it live on the OptimistFi Thesis-Break Engine.

Browse every company OptimistFi covers at optimistfi.com/stocks, or read the latest evidence-first research.

The full Paramount Skydance Corporation investment case, its status and the next test to watch live on the Paramount Skydance Corporation thesis page.

Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) (the "Company") today announced the extension of the Expiration Dates and certain other modifications in connection with the 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 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 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 PSKY Notes").

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on October 6, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the fourth quarter of 2026. The Company anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by the Company of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by the Company on June 12, 2026, June 26, 2026, July 13, 2026, July 17, 2026, July 24, 2026, July 31, 2026, August 7, 2026, August 17, 2026, August 24, 2026, August 31, 2026, September 8, 2026, September 14, 2026, and September 21, 2026.

The Company also announced the modification of the description of the New PSKY Notes contained in the Offering Memorandum to align certain terms of the New PSKY Notes with the corresponding terms that are expected to govern the senior secured second lien notes (the "Second Lien Secured Notes") that the Company separately announced today it intends to offer, subject to market and other conditions. This press release does not constitute an offer to sell, or a solicitation of an offer to buy, the Second Lien Secured Notes. As of 5:00 p.m., New York City time, on September 25, 2026, approximately 67.33% and 74.88% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As the Company previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, the Company does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due 2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due 2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due 2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due 2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due 2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due 2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due 2043

DCL Issuer

25470D V91
CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due 2047

DCL Issuer

25470D W74
CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due 2049

DCL Issuer

25470D X57
CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due 2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due 2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due 2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due 2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due 2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due 2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due 2033

DGH Issuer

XS3393994507

339399450

€316,641,000

(1)

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

(2)

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being 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 are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers 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 will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (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"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in the Company's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. The Company may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, the Company may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by the Company and are not being made by WBD or the WBD Issuers. None of the Company, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. The Company has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

The Company has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to the Company and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

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 Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of the Company or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Company stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and the Company's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of the Company, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of the Company and WBD can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," the Company's most recently filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and the Company's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and WBD's subsequent filings with the SEC. Neither the Company nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

A new movie every 11 days? That's what Paramount's David Ellison is promising after clearing a path this week for his company's acquisition of Warner Bros. Discovery, combining two storied Hollywood studios.

The CEO's settlement with a group of state attorneys general over antitrust concerns stipulates that the newly minted company will release at least 30 films into theaters in 2027 and 2028 and at least 32 films in 2029, 2030 and 2031.

Currently, the combined entity has 35 films scheduled to be released next year, according to data from Rentrak.

But questions remain about what caliber of releases the industry can expect — and what happens after the five-year agreement expires.

"This is much more complicated than simply asking whether 30 movies is enough," Paul Dergarabedian, head of marketplace trends at Rentrak, told CNBC. "Thirty wide releases would represent a meaningful commitment to theatrical, and I think everyone in exhibition would welcome a robust pipeline of films.

"But ultimately the proof will be in how those movies perform, how varied the slate is, how consistently they reach theaters and how the combined company executes on those commitments," he said.

Hollywood has been clamoring for more theatrical titles since the Covid pandemic shuttered theaters and clogged the production pipeline. Ellison's theatrical commitment, which he touted as early as April at the industry's annual CinemaCon event, had garnered approval from the CEOs of the "Big Three" cinema operators — AMC's Adam Aron, Cinemark's Sean Gamble and Regal's Eduardo Acuna — even before Paramount's settlement.

Cinema United, the lobbying group that represents theater owners, had been staunchly against the merger, but gave its seal of approval this week, saying the agreement with the states "accomplishes many of exhibition's objectives."

However, not all exhibitors are on board. A number of theater executives, who requested anonymity to speak candidly, told CNBC they remain skeptical.

Consolidation concernsParamount's settlement includes stipulations about the number of theatrical releases the company must distribute over the next five years, how many of those releases need to be distributed widely and how many need to have a budget of more than $50 million. Paramount agreed to face steep penalties if it fails to meet the thresholds.

Consolidation among movie studios has traditionally led to fewer film releases, which, in turn, results in lower revenue, particularly for smaller theater chains and independent operators.

Overall industry dynamics have shifted drastically since Covid disrupted the theatrical space, leading to fewer screens and fewer moviegoers. Some of these woes have been masked by higher movie ticket prices — which are expected to help boost the domestic box office above $10 billion for the first time since the pandemic — but the moviegoing industry is still adapting to new economics.

Several theater operators told CNBC they were concerned the merger between Paramount and Warner Bros. would not only decrease the number of studios contributing films to the ecosystem, but also decrease competition and give the combined company a more powerful bargaining position when it comes to windowing terms and rental fees.

While larger exhibitors, which operate hundreds of locations, can weather consolidation, the smaller players have far less leverage.

Some theater owners also said they fear that Paramount will not be able to sustain its 30-plus theatrical output after the five-year deal, especially as production and marketing costs continue to rise and as Paramount contends with around $79 billion in debt once the merger closes.

"Of course, I worry about what happens in year six," Rob Lehman, president and chief operating officer at Santikos Theaters, told CNBC. "You know, after the five years is up, does it then drop down to 18 movies a year?"

Still, Lehman called Paramount's guaranteed number of films "a win for the industry."

Under the terms of its settlement agreement, if Paramount falls short of its annual quotas, it'll be fined $30 million per film, 90% of which will be paid out to film workers and 10% to the National Association of Attorneys General.

Though $30 million per film could prove to be a material penalty if Paramount significantly misses the mark, it pales in comparison to the cost of actually making and marketing a film.

And, "quantity by itself is not enough," Dergarabedian said. "You could say you are going to release 30 movies, or even 100 movies, but those movies still have to connect with audiences. If you had half as many films and every one of them became a major hit, which scenario would you rather have? So ultimately, it is not simply about how many movies are released. It is about having enough movies, released at the right cadence, that audiences actually want to see."

Next year, the combined Paramount-Warner Bros. slate includes new entries in popular franchises like Sonic, Godzilla, Minecraft, A Quiet Place, Teenage Mutant Ninja Turtles, Lord of the Rings, The Conjuring and the DC superhero universe.

A packed calendarThere are also simple logistical questions around 30 films released from one company in a year.

With 52 weeks on the calendar, that's less than 2 weeks between new releases — not accounting for marquee weekends when the industry typically stacks big premieres.

A merged Paramount-Warner Bros. could easily cannibalize its own ticket sales if major releases are placed too close to one another.

Combine that with growing competition for coveted premium large format screens like Imax and Dolby and the schedule looks even trickier.

At present, the combined slate of Paramount and Warner Bros. for 2027 contains six dates where both studios have a theatrical release planned. There are also pockets on the calendar that have three to five releases stacked up on a weekly basis.

"From a pure strategy standpoint, it's reasonable to expect release date shifts among the two studios' planned slates," Dergarabedian said. "In some cases, it'll be to avoid overlapping audiences while, in others, it may be to diversify their cadence of box office."

For example, the combined company currently has nine horror films slated for 2027 and could look to shift dates to allow these features to have longer playability without competing.

"Hopefully, they put together some great movies and counterprogramming," Lehman said. "Show us the kids' movies, show us the horror movies, show us the high-end action movies."

The fine printParamount's settlement with the state AGs mandates that at least 20 of the films released by the combined company in each of the first two years after closing have a wide release in more than 2,000 theaters. For the following three years, that increases to at least 21 films.

"The agreement very specifically stipulates that it only has to be 20 wide releases, which is nothing," said industry analyst David Poland.

Currently, Paramount is on track to have 14 wide releases in 2026 and Warner Bros. is set for 13, for a total of 27 wide releases between them, according to Rentrak data.

"The importance of wide releases cannot be overstated," Dergarabedian said. "These are the films that generate the biggest theatrical impact, fill auditoriums, drive concession sales and create the kind of cultural conversation that benefits the entire moviegoing ecosystem."

Then there is the definition of "tentpole."

In Hollywood, a tentpole film is one with a high budget that makes enough money between ticket sales and merchandise tie-ins that a studio can fund smaller-budget projects that may not be as profitable.

For many in the industry, a tentpole feature is one that costs more than $100 million to produce, often exceeding $200 million or $250 million, and that drives significant traffic to movie theaters. Think, the Marvel Cinematic Universe, Universal's recent hit "The Odyssey" or Sony's "Spider-Man: Brand New Day."

The Paramount settlement, which mandates that at least 20% of the company's annual releases be tentpole films, defines that category as a film with a budget of at least $50 million.

"A $50 million production budget feels like a relatively low threshold for what we traditionally think of as a tentpole movie," Dergarabedian said. "But at the same time, a $50 million movie can absolutely become a tentpole if it breaks out and becomes a cultural and box office phenomenon."

A date with Disney (DIS +1.36%) will cost a few more dimes.

The entertainment giant on Wednesday hiked prices for its streaming services, which include Disney+, Hulu, and ESPN.

The price hikes are weighted toward stand-alone services, showing Disney is trying to coax subscribers to bundle their subscriptions, either with two of its services or all three.

Standalone plans for Disney+ and Hulu Premium are going up by $2.50 per month to $21.49. ESPN Unlimited prices will go up by $2 to $31.99 per month, and ESPN Select is up a $1 to $13.99.

The ad-free Disney+ and Hulu bundle will rise by $2 to $21.99, but the ad-supported bundle, including ESPN Unlimited, will remain at $35.99. Disney has said that churn is much lower on bundled streaming services, which explains the push to incentivize bundling.

Image source: Disney.

How Disney streaming prices compare to its peers Comparing Disney to its peers isn't so easy because the company breaks up its streaming smorgasbord into three services, specializing in family entertainment (Disney+), general entertainment (Hulu), and sports (ESPN).

At $21.49, Premium Disney+, which includes 4K streaming, will cost less than Netflix's Premium plan at $26.99 and HBOMax's Premium plan at $22.99. However, Paramount+ charges just $13.99 for its Premium plan.

Ad-supported Disney+ and Hulu plans now cost $3.50 per month more than equivalent options from Netflix and Paramount+, and $1.50 more than HBOMax's.

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Disney's streaming dilemmaDisney launched Disney+ nearly seven years ago, but the company still seems like it's struggling to make streaming work, and its flawed transition from linear TV to streaming, which includes overspending on the Fox acquisition, is the main reason the stock has been flat over the last decade.

Disney's streaming entertainment business, which doesn't include ESPN, is now profitable, generating $5.5 billion in revenue and $712 million in operating income in its latest quarter, which more than doubled from a year ago.

Disney is finally rolling out a one-app experience, unifying its streaming services into one menu to make it easier to use, which should alleviate some of its users' biggest frustrations.

The company, under new CEO Josh D'Amaro, is also embracing a "One Disney" operating model uniting all of its product segments into one flywheel, so, for example, a streaming customer who likes Star Wars can be sold a real-world Star Wars experience through the streaming app.

That it's taken Disney so many years to put something like this together seems to be a grave mistake, as its ability to leverage its intellectual property in so many ways is what makes the company unique.

The company sees itself as a premium brand, and it charges a premium for its products and experiences. It doesn't want to lose streaming viewers with price hikes, since that's at the top of the marketing funnel, but it makes sense for prices to be roughly in line with competitors, unlike when Disney+ first launched at a deep discount relative to peers like Netflix.

The profit growth in streaming is promising, and the One Disney plan makes sense. If the company can execute it effectively, the stock could finally escape from its decade-long doldrums.

Paramount is planning to invite Elon Musk to join the group of equity investors backing its $111 billion acquisition of Warner Bros. Discovery, said a Semafor report citing sources familiar with the matter.

Executives at Paramount have discussed asking Musk to become part of a syndicate of investors as the company looks to diversify its funding base while it tries to close the Warner Bros. deal.

Musk's name is one of several wealthy individuals Paramount CEO David Ellison has considered approaching, the report said.

The size of a potential Musk investment could not be determined, the report added.

The talks trace back to a long relationship between Musk and Larry Ellison, the Oracle co-founder and father of Paramount CEO David Ellison.

The elder Ellison has been central to financing Paramount's Warner Bros. bid, personally guaranteeing more than $40 billion of the equity financing.

Ellison and Musk have backed each other's ventures before.

Ellison invested $1 billion in Musk's 2022 deal to take Twitter, now X, private, and also invested in Tesla in 2018, serving on its board for several years.

Forbes reported earlier this year that Larry Ellison may not actually have enough liquid cash to fully cover his roughly $45.7 billion equity commitment to the deal without selling down his Oracle holdings.

Ellison has sold only about $4.7 billion of Oracle stock this century and holds less than $10 billion in cash, according to Forbes' analysis, leaving Oracle shares as his most likely funding source if the gap needs to be bridged.

Bringing in additional investors like Musk would ease that pressure directly.

Paramount has already brought in other outside backers for the broader deal.

Middle East Sovereign wealth funds: Saudi Arabia’s Public Investment Fund, the Qatar Investment Authority, and Abu Dhabi Investment Authority are providing around $24 billion for Paramount's bid, according to SEC filings.

Their investment, together with stakes held by other foreign investors, will bring overseas ownership in the combined company to 49.5%.

The Paramount-Warner Bros. Discovery merger cleared a major hurdle on September 21, when Paramount settled lawsuits brought by 12 state attorneys general and the Writers Guild of America, avoiding a scheduled March 2027 trial.

Paramount Skydance CEO David Ellison has said the deal could close within two weeks.

The transaction also faces a self-imposed deadline: Paramount must close by September 30, 2026, or pay a $7 million daily "ticking fee."

Paramount Skydance shares rose about 2% Tuesday to close at $10.11.

However, the stock fell 1.49% on Wednesday,

Morgan Stanley raised its price target on the stock to $11.50 from $10 this week, while Barclays has maintained a Sell rating.

A Musk investment would be a significant vote of confidence in the combined company from a businessman with a large retail investor following, and it would give Paramount a more diversified investor base while reducing Larry Ellison's financial exposure, said the Semafor report.

But it carries political risk.

Musk's financial and political influence, given his control of X, drew concern from Democrats during the 2024 election cycle.

Musk holding even a partial stake in a company that owns CNN and CBS would likely draw scrutiny in Washington, even though he would be unlikely to have any formal say over how the company operates.

Staffers at CNN are in a panic over Paramount’s impending takeover of the cable news channel’s parent company Warner Bros. Discovery — and the massive bloodbath that is expected to come after CEO David Ellison completes the $81 billion deal in the coming weeks.

Paramount settled an antitrust suit with California Attorney General Rob Bonta on Monday — clearing the way for a merged media giant that will operate both CBS News and CNN, in addition to Hollywood studios Paramount Pictures and Warner Bros., streaming services HBO Max and Paramount+.

“People are very nervous,” one CNN staffer told The Post. “It’s dark. It’s like when you do hurricane coverage. You see the storm spinning off the coast of Haiti and moving towards Florida and you’re just waiting and you’re like, ‘Oh, s–t’.”

CNN staffers are in panic-mode over Paramount’s impending takeover of parent Warner Bros. Discovery. Bloomberg via Getty Images “Bloodbath coming, including at CNN,” a TV exec said. “That’s the next big step — slashing and burning.”

Paramount has said it sees at least $6 billion in cost savings, which would translate to several thousand jobs lost in the months ahead.

Inside CNN, staffers have been more or less kept in the dark by top brass, who are themselves unsure who will be running the network once Ellison takes over.

“There’s been a complete absence of information about what’s going on and who is going to be in charge,” a CNN staffer told The Post.

CNN boss Mark Thompson is set to lead a staff town hall about the merger on Wednesday. But there’s little hope of gleaning much insight on the new leadership structure until Ellison officially closes the deal.

Employees are looking at how CBS News has changed under Ellison’s stewardship, pointing to the overhaul of the network under news boss Bari Weiss.

Paramount boss David Ellison is expected to close its acquisition of Warner Bros. Discovery in the coming weeks. Getty Images for Paramount “What’s been playing out at CBS News is fueling a deeper sense of dread and anxiety … not only how they’ve treated people and the editorial changes they’ve made, but that it’s also been a disaster. The ratings are at their lowest point,” said a CNN insider.

“You can’t look at the ratings and say, it is working, Now they’re going to try this at scale? What the f–k?” the person added.

Several sources expressed fear over how Weiss “blew up” CBS News’ top rated show, “60 Minutes,” by firing Scott Pelley and other correspondents, along with slew of senior producers.

CNN staffers fear that CBS News boss Bari Weiss will be put in charge of the news network once the deal closes. CBS via Getty Images As many insiders viewed Weiss’ overhaul as extreme, the show, which is two episodes into its new season, has not improved viewership numbers.

A CBS source said Weiss “broke something that didn’t need fixing.”

Critics also pointed to last-placed “CBS Mornings” and “CBS Evening News,” which have posted new lows under Weiss’ leadership, and an editorial vision that they claim, is more deferential to the Trump administration.

CNN Chief Executive Officer Mark Thompson will address anxious staffers on Wednesday, following news that Paramount will take over Warner Bros. Discovery. Bloomberg via Getty Images Weiss defenders, however, say she is making the left-leaning CBS News more balanced.

As part of Paramount’s deal with Bonta and 11 other AGs, Ellison promised to set up an independent editorial board for CBS News and CNN, among a slew of other assurances meant to assuage antitrust fears.

Sources at CNN dismissed editorial board idea as ineffective and hard to implement.

“It’s been proven in this country when you do these sorts of things, it’s not enforeceable,” one staffer said.

California AG Rob Bonta dropped his antitrust lawsuit to block the Paramount-WBD deal on Monday. REUTERS Inside CNN, staffers are pulling for Thompson to continue running the network without any oversight from Weiss.

“He very much wants to be the editorial leader,” an insider said. “He has no interest in someone else coming in and telling him what to do.”

Other gripes inside the network include the question of foreign investment, pointing to the fact that the merged Paramount-WBD will be owned by a total foreign equity ownership stake of 49.5%.

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Last week, the Federal Communications Commission approved Paramount’s petition to allow the ownership stake, noting that the foreign funds — from Saudi Arabia, Qatar and Abu Dhabi — will not own voting stock.

CNN sources are upset over the notion that the foreign entities could have an impact on its international coverage.

Meanwhile, staffers at CBS News are also wringing their hands about how the merger could impact their jobs, as well as the editorial direction of CNN.

“I’m feeling defeated and dejected,” one CBS staffer said. “The vandalism David and Bari have done to CBS News has been catastrophic.

“Ellison is still going to get his hands on CNN and if they do just one quarter of the damage they’ve done to CBS, CNN is over. It’s sad for news. It’s sad for America. It’s just sad.”

CBS, CNN and Paramount declined to comment.

While Warner Bros. Discovery shares soared 11%, as is often the case of a company about to be acquired, while Paramount shares stumbled on news the companies’ merger will take another two weeks to complete.

The stocks’ divergent movement came after news Monday morning of a settlement between Paramount and 12 state attorneys general. A parallel lawsuit filed by the Writers Guild of America was also settled. The agreements pave the way for the $111 billion deal to close, but Paramount CEO David Ellison warned that it would take about two weeks for that final step to occur.

While Paramount’s beleaguered stock jumped 10% earlier in the day, it slumped in the last two hours of the day, possibly on the news that more time is required before the transaction can be completed. Paramount is on the hook for a “ticking fee” of about $7 million a day, payable to WBD shareholders, for every day past October 1 that the deal is not closed. Paramount stock settled at $9.91, its lowest closing price in a month.

Fears of the ticking fee adding up to around $650 million per quarter ahead of a scheduled March 2027 trial date – a not-inconsequential amount for a company worth about $11 billion – shadowed the legal process in recent weeks. The state AGs and the WGA filed suit in July after federal regulators had approved the deal, and gained surprising traction in a series of early court rulings, giving opponents of the merger hope it would be curtailed or even fully blocked.

Wall Street does not take Yom Kippur off, technically, but the usual flow of reactions Monday was muted due to the holiday. Ditto with Hollywood on the Jewish high holy day. Still, a few reactions started trickling in and will surely continue in the days to come. The main sentiment was disbelief at how favorable the terms are to Paramount. While the company agreed to certain commitments to U.S. production and CNN’s independence, they are what merger watchers call “behavioral remedies” and not asset sales or other structural compromises.

“Competition is overrated anyway, just ask Peter Thiel,” wrote TD Cowen analyst Doug Creutz, slyly referring to the tech mogul’s 2014 Wall Street Journal essay headlined “Competition is for Losers.” Labeling his note to clients a “quick take” that preceded California AG Rob Bonta’s press conference, Creutz did indicate he didn’t consider the reports of what Paramount’s concessions to be too onerous. One such clause would require “the possible forced sale of the inconsequential Miramax stake.”

In an X post, Lightshed Partners’ Rich Greenfield called it a “huge win” and “slam dunk win” for David Ellison and Paramount. The company prevailed, he said, by “refusing to cede structural remedies. None of the behavioral remedies will have any meaningful impact.”

Alvaro Bedoya, a member of the Federal Trade Commission from 2022 to 2025, lamented the settlement on X. “Billionaires have yet again bribed, censored, and bullied their way to the top,” he wrote. “As a result, a billionaire media conglomerate closely allied with the president will soon own one of its closest rivals, including some of the nation’s most critical news outlets. Saudi Arabia’s sovereign wealth fund will co-own those outlets, too. Layoffs will follow. People from L.A. to Atlanta will lose their jobs, small businesses will lose their contracts, your cable bill and movie ticket will be even more expensive. Dissent against money and power will be even harder to find.”

Paramount Skydance's $110 billion merger with Warner Bros. Discovery will move forward as the company plans to settle with a group of state attorneys general that sought to block the deal on antitrust grounds, multiple reports Monday said.

The lawsuit, brought by a group led by California's Rob Bonta, was previously set to head to trial in March and would have left the deal in limbo through mid-2027.

Details of the agreement have yet to be made public. However, sources told Reuters that the settlement includes the creation of independent editorial boards for CNN and CBS and also stipulates a $30 million penalty per film if Paramount falls short of its pledge to release 30 movies annually.

Spokespeople for Paramount and Bonta did not immediately respond to requests for comment.

The acquisition would bring together two storied film studios, Paramount and Warner Bros. Discovery; a portfolio of TV networks; broadcast network CBS; and two popular streaming services in Paramount+ and HBO Max.

The deal previously won approval from U.S. and other international regulators, and Paramount had told investors it expected to close the deal by Sept. 30.

However, California and 11 other states filed suit in mid-July seeking to block the merger, citing antitrust concerns in film and pay TV.

In the weeks that followed, Paramount agreed to delay the merger until June 2027 while the legal challenge played out. That delay would have proven costly for Paramount.

As part of the merger agreement, Paramount agreed to a so-called ticking fee that would have kicked in after Sept. 30 and meant an additional 25 cents per share, per quarter to WBD shareholder until the transaction closed. The fee would have added an estimated $650 million per quarter in cash value to the deal.

Paramount Skydance Corporation (NASDAQ:PSKY – Get Free Report) has received an average rating of “Reduce” from the eighteen analysts that are covering the company, MarketBeat.com reports. Nine analysts have rated the stock with a sell recommendation, five have issued a hold recommendation and four have issued a buy recommendation on the company. The average 1 year target price among brokers that have issued a report on the stock in the last year is $11.3333.

A number of brokerages have weighed in on PSKY. Benchmark lowered their price objective on Paramount Skydance from $19.00 to $16.00 and set a “buy” rating for the company in a research note on Wednesday, August 5th. Citigroup assumed coverage on Paramount Skydance in a report on Monday, September 14th. They issued an “outperform” rating for the company. Weiss Ratings upgraded Paramount Skydance from a “sell (d-)” rating to a “sell (d)” rating in a research note on Thursday, August 6th. Arete Research reaffirmed a “sell” rating and set a $2.00 target price on shares of Paramount Skydance in a report on Thursday, July 9th. Finally, Citizens Jmp initiated coverage on Paramount Skydance in a research report on Monday, September 14th. They set a “market outperform” rating and a $14.00 price target on the stock.

Read Our Latest Stock Report on Paramount Skydance

Key Headlines Impacting Paramount Skydance Here are the key news stories impacting Paramount Skydance this week: Positive Sentiment: The Federal Communications Commission approved foreign investment supporting Paramount Skydance’s acquisition of Warner Bros. Discovery, removing one important regulatory hurdle. However, the transaction still faces legal challenges. Reuters article on FCC approval Positive Sentiment: California Attorney General Rob Bonta said he remains open to settlement talks if Paramount engages in good faith. A settlement could reduce the legal overhang and improve the likelihood of the merger closing. New York Post article on settlement talks Positive Sentiment: Some market commentary argues that PSKY could be undervalued after a prolonged decline, offering potential upside if management executes the merger and improves the combined company’s financial performance. Yahoo Finance article on PSKY valuation Neutral Sentiment: Analyst views remain mixed, reflecting uncertainty over PSKY’s valuation and the risks associated with the Warner Bros. Discovery transaction. Globe and Mail analyst sentiment article Negative Sentiment: Barclays initiated coverage with an Underweight rating and an $8 price target, citing leverage, restructuring and execution risks tied to the proposed mega-merger. The bearish report appears to have amplified selling pressure. Barron’s article on merger risks Negative Sentiment: The merger remains delayed by a lawsuit involving California and other state attorneys general, leaving the closing timetable uncertain even after the FCC approval. Quiver Quantitative article on merger delays Negative Sentiment: Paramount Skydance has reportedly threatened to leave California amid the merger dispute. Such a move could create additional political friction, disruption and uncertainty around the company’s Hollywood operations. MSN article on Paramount leaving California Hedge Funds Weigh In On Paramount Skydance A number of institutional investors and hedge funds have recently added to or reduced their stakes in the business. Bank of New York Mellon Corp acquired a new position in Paramount Skydance in the second quarter worth approximately $14,002,000. Palestra Capital Management LLC purchased a new position in shares of Paramount Skydance during the second quarter valued at $12,798,000. Gradient Investments LLC acquired a new position in Paramount Skydance during the second quarter valued at $2,062,000. Wellington Management Group LLP purchased a new stake in Paramount Skydance in the 2nd quarter worth about $3,231,000. Finally, Financiere des Professionnels Fonds d investissement inc. purchased a new stake in Paramount Skydance in the 1st quarter worth about $1,623,000. 73.00% of the stock is owned by institutional investors.

Paramount Skydance Price Performance PSKY opened at $10.21 on Friday. The business has a 50 day simple moving average of $9.73 and a 200-day simple moving average of $10.10. The company has a debt-to-equity ratio of 1.13, a current ratio of 1.04 and a quick ratio of 0.88. The stock has a market capitalization of $11.46 billion, a P/E ratio of 35.21, a P/E/G ratio of 0.97 and a beta of 1.50. Paramount Skydance has a 12 month low of $7.62 and a 12 month high of $20.86.

Paramount Skydance (NASDAQ:PSKY – Get Free Report) last issued its quarterly earnings data on Tuesday, August 4th. The company reported $0.18 earnings per share for the quarter, topping analysts’ consensus estimates of $0.15 by $0.03. The business had revenue of $6.91 billion during the quarter. Paramount Skydance had a negative net margin of 2.13% and a positive return on equity of 4.11%. On average, equities analysts anticipate that Paramount Skydance will post 0.56 earnings per share for the current fiscal year.

Paramount Skydance Announces Dividend The firm also recently announced a quarterly dividend, which will be paid on Thursday, October 1st. Shareholders of record on Tuesday, September 15th will be issued a $0.05 dividend. The ex-dividend date of this dividend is Tuesday, September 15th. This represents a $0.20 dividend on an annualized basis and a yield of 2.0%. Paramount Skydance’s dividend payout ratio (DPR) is currently 68.97%.

Paramount Skydance Company Profile (Get Free Report)

Paramount Skydance Corporation (NASDAQ: PSKY) is a global media and entertainment company formed through the combination of Paramount Global and Skydance Media. The company develops, produces and distributes feature films, television programming and other video content for audiences in the United States and international markets.

Its portfolio includes Paramount Pictures, CBS, Nickelodeon, MTV, Comedy Central, BET, Showtime and other well-known entertainment brands. Paramount Skydance also operates streaming services including Paramount+ and Pluto TV, as well as businesses involved in television broadcasting, news, sports and content licensing.

The company’s history includes Paramount Pictures, one of Hollywood’s longstanding film studios, and Skydance Media, a production company founded in 2010 by David Ellison.

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The FCC Paramount‘s proposed merger with Warner Bros. Discovery cleared an FCC review of its foreign ownership stake.

Paramount has disclosed that total foreign ownership of the combined company would be 49.5%, including 38.5% from investment funds from Saudi Arabia, Qatar and Abu Dhabi. Paramount had petitioned the FCC to sign off on the foreign investment, as any foreign ownership stake above 25% requires agency approval.

In its declaratory ruling, the FCC said that its believed that the “public interest would be served by granting the Petition.” Foreign owners are restricted from holding broadcast licenses, so the FCC had a role in the regulatory review of the transaction because of Paramount’s holding of CBS stations.

Paramount contends that the foreign investments do not pose national security, law enforcement, foreign policy or trade policy concerns. They noted that the Ellison family will retain a majority of the voting interests and control, while the foreign investors will not have voting control or governance.

The FCC ruling included a provision that the company said must obtain permission if “Paramount’s foreign voting interests in the aggregate exceed 25%, or if it proposes to change the voting interests of any of the approved Foreign Investors under this Declaratory Ruling.”

Anna Gomez, the sole Democrat on the FCC, along with Democrats on Capitol Hill, have raised issues about the foreign ownership stake in the transaction.

A Paramount spokesperson said, “When the proposed transaction with Warner Bros. Discovery closes, the Ellison family and RedBird will collectively hold the largest equity stake in the combined company and 100% of the voting shares, with no other equity participant having any governance rights.”

The spokesperson noted that the ruling came after a national security review by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector. Paramount submitted a letter of agreement related to protections for data and provisions that formalize restrictions on the rights and access of foreign investors.

More to come.

California could lose as many as 58,000 jobs and more than $21 billion annually if Paramount follows through on a threat to move its headquarters and operations out of the state amid a widening antitrust fight over its Warner Bros. Discovery takeover, according to a new economic analysis.

The preliminary report by the Los Angeles County Economic Development Corp.’s Institute for Applied Economics examines the fallout if Paramount abandons California after a coalition of 12 Democratic state attorneys general, led by California Attorney General Rob Bonta, sued to block the merger.

The report was first obtained by Politico.

Paramount’s historic studio lot in Hollywood. A new economic analysis warns that a full relocation of the company’s California operations could cost the state nearly 58,000 jobs and $21.2 billion in annual economic output. Getty Images Absent a deal, Paramount has indicated it would be compelled to move its headquarters and thousands of jobs out of California beginning Oct. 1, potentially to Georgia, Tennessee or Texas, the analysis said.

The stakes could be enormous.

A full relocation of Paramount’s California operations would result in the permanent loss of between 28,990 and 57,980 full-time jobs statewide, including direct jobs and employment supported through vendors and household spending, according to the report.

California could also lose between $10.6 billion and $21.2 billion in annual economic output, while state and local tax revenue could fall by roughly $585 million to $1.17 billion a year.

Paramount Chairman and CEO David Ellison is trying to close the company’s Warner Bros. Discovery deal as the media giant battles a state antitrust lawsuit and weighs a possible move out of California. Variety via Getty Images The report stressed that those figures represent a worst-case scenario based on assumptions about Paramount’s California footprint because the company does not publicly break out operating expenses or employment by state.

Paramount reported about $19.7 billion in operating expenses in 2025, according to the analysis.

LAEDC assumed that between 30% and 60% of those expenses — roughly $5.9 billion to $11.8 billion annually — are tied to economic activity in California.

Even a slower pullback could deliver a sizable hit.

If Paramount reduced California spending to help offset roughly $1.88 billion in merger-related ticking fees and financing costs, and spread those reductions evenly over five years, the state could lose between 550 and 1,110 job-years — the equivalent of that many full-time jobs lasting one year — annually and between $202.7 million and $405.4 million in yearly economic output, according to the analysis.

The threat comes as Paramount faces mounting pressure to get its WBD deal over the finish line.

The states sued July 13 alleging the combination would reduce competition in wide-release theatrical films, anticipated top-grossing films and the licensing of basic cable channels.

California Attorney General Rob Bonta is leading a coalition of 12 state attorneys general seeking to block Paramount’s acquisition of Warner Bros. Discovery on antitrust grounds. Getty Images They are seeking to permanently block the merger under the Clayton Act — the century-old federal antitrust law used to block mergers that may substantially reduce competition.

That puts the states at odds with the Justice Department, which closed its own investigation in June without suing to stop the transaction after concluding it was not likely to harm competition in streaming, linear television or theatrical film development, production and distribution.

The merger agreement also raises the financial pressure on Paramount as the calendar approaches October.

California Gov. Gavin Newsom presides over a state that could face billions of dollars in lost economic activity if Paramount ultimately relocates its California operations, according to the LAEDC analysis. AP Photo/Jeff Chiu The agreement provides for additional payments to WBD shareholders if the deal closes after Sept. 30, while the LAEDC report estimates those so-called ticking fees at about $7 million a day beginning Oct. 1.

Paramount has offered to guarantee 30 theatrical releases a year from the combined company as part of its effort to resolve the dispute, according to the LAEDC report.

LAEDC estimated that commitment could generate between 1,020 and 2,760 job-years in California and between $377.7 million and $1.01 billion in statewide economic output over five years.

A Paramount spokesperson declined to comment. The Post has reached out to Bonta’s office seeking comment.

, /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced the extension of the Expiration Dates in connection with the 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 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 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 Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on September 18, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the "Acquisition") by Paramount of Warner Bros. Discovery, Inc. ("WBD"). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, July 17, 2026, July 24, 2026, July 31, 2026, August 7, 2026, August 17, 2026, August 24, 2026, and August 31, 2026.

As of 5:00 p.m., New York City time, on September 4, 2026, approximately 66.28% and 75.31% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due
2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due
2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due
2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due
2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due
2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due
2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due
2043

DCL Issuer

25470D V91
CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due
2047

DCL Issuer

25470D W74
CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due
2049

DCL Issuer

25470D X57
CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due
2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due
2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due
2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due
2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due
2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due
2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due
2033

DGH Issuer

XS3393994507

339399450

€316,641,000

__________

(1)

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

(2)

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being 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 are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers 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 will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (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"), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount's sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder's Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the "Exchange Agent") and information agent (in such capacity, the "Information Agent") for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at [email protected]. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the "Dealer Managers") for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or [email protected] or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or [email protected]. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

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 Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the "Combined Company"); the adverse impact on the Combined Company's advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company's decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company's business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company's content; damage to the Combined Company's reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company's intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company's business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company's operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company's holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," Paramount's most recently filed Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 4, 2026, including in the sections captioned "Cautionary Note Concerning Forward-Looking Statements" and "Item 1A. Risk Factors," and Paramount's subsequent filings with the SEC, and in WBD's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned "Item 1A. Risk Factors," WBD's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 6, 2026, and WBD's subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

SOURCE Paramount Skydance Corporation

Paramount Skydance (PSKY.O) said on Tuesday that California Attorney General Rob Bonta made statements in television ​interviews that undermine his legal arguments against the company's request for a $1.88 ‌billion bond in the Warner Bros. Discovery (WBD.O) merger case.

Paramount is looking to insulate itself against the cost of delaying its bid to become a major rival of Netflix (NFLX.O) and Disney (DIS.N), as California ​and others seek to block the deal as illegal.

Paramount has said a ​bond is necessary so the company can recover losses if it ⁠wins cases brought by a California-led group of states and the Writers Guild of ​America. By the time the case is scheduled to conclude in April, Paramount has ​said it will have paid Warner Bros shareholders $1.3 billion in fees.

One of Bonta's legal arguments against the bond is that Paramount voluntarily agreed to pause closing the deal, rather than wait for a ​judge to issue an injunction pausing the transaction.

But Bonta has described the pause ​as equivalent to an injunction in television interviews, Paramount said on Tuesday, arguing that antitrust law requires ‌the ⁠states to post a bond.

U.S. District Judge Araceli Martinez-Olguin in Oakland has scheduled a hearing on Paramount's bond request for September 24.

"We believe Paramount’s motion has no merit and look forward to presenting our case in court at the September 24th hearing," ​Bonta's office said in ​a statement.

California and ⁠11 other states sued to block the deal in July, saying it would create a media behemoth with the power to ​raise prices in film and television. The Writers Guild of America ​has also ⁠sued, saying it would worsen working conditions and pay for writers.

Paramount has said the deal will strengthen the film and TV industry and lead to more, rather than less, ⁠content.

While ​Paramount and Bonta have both said they are willing ​to negotiate, Bonta has said the states are ready to go to trial if a potential settlement ​does not address their concerns.

ToplineCalifornia Attorney General Rob Bonta accused Paramount’s leadership of leaking information and acting in bad faith as he canceled a planned meeting with the media giant’s executives scheduled for Monday to discuss a potential settlement in an antitrust suit to block Paramount’s acquisition of Warner Bros. Discovery.

The California Attorney General accused Paramount's leadership of "demonstrating a lack of good faith."

Getty Images

Key FactsIn a statement shared with Deadline and the New York Times early on Monday, Bonta said Paramount leaked “alleged substance of settlement discussions.”

The California AG accused the media conglomerate of misrepresenting their discussions in these leaks and also “demonstrating a lack of good faith.”

Bonta’s statement, however, left the door open for future talks, saying his office is happy to meet the company’s executives as soon as “Paramount stops playing games and engages sincerely.”

Paramount has not publicly commented on the California attorney general’s remarks.

Monday’s talks were not expected to bring about an immediate resolution in the case brought by several state Democratic attorneys general, but they were set to take place on the backdrop of California Gov. Gavin Newsom saying he would prefer a settlement amid Paramount’s threats to leave California.

tangentAlthough Bonta’s statement didn’t specify what leaks he was talking about, the Wall Street Journal reported on Sunday night Bonta was expected to ask Paramount to divest some cable networks and make a commitment to keeping its movie studio separate from Warner Bros. as part of the settlement. Citing an unnamed source, the Journal reported that lawyers from the company and the AG’s office met last week to discuss the agenda for Monday’s meeting. The report noted Paramount is unlikely to agree to either selling off its cash generating cable channels or keeping Warner Bros.’ studio business separate. An industry source cited by Deadline in an earlier report said the issue has turned into a game of “PR chicken” with Paramount CEO David Ellison believing the company could force Bonta to back off “with threats and intimidation,” mainly the threat to leave California. The report noted that the states suing to block the merger have raised doubts about the feasibility of one of Ellison’s promises, of releasing 30 theatrical films every year.

What Have California officials Said About The Case?At a press conference last week, California Gov. Gavin Newsom said he would prefer a settlement be reached in the multi-state lawsuit opposing Paramount’s acquisition of Warner Bros. “if it’s a good deal.” Newsom said the matter has to be “worked through” and added he was “concerned about the state, our reputation.” Newsom’s remarks come amid Paramount’s threat to leave the state, and the Democratic governor—who is considered one of the front runners for the Democratic Party’s presidential nomination in 2028—said he is taking the threat seriously. “I hope that doesn’t happen, and I’m of the belief that they don’t want to see that happen,” acknowledging such a departure could have a major impact on Hollywood. Xavier Beccera, the Democratic candidate for this year’s California gubernatorial election and former California AG, also said he would prefer a settlement. “I hope it settles before court. It is easier to stand in a conference room and settle than it is to stand in a courtroom,” Beccera said during a Politico event earlier this month. Los Angeles Mayor Karen Bass has also come out in favor of a settlement.

key backgroundParamount’s $110 billion deal to acquire Warner Bros. Discovery hit a major bump last month after a group of 12 states, including California, sued to block the merger. While announcing the suit, Bonta said the deal would result in “higher prices, lower quality, and less content for film and television.” Later in July, a federal judge temporarily paused the merger from going through, saying the states had raised “serious questions” about the deal’s impact. The ruling was a costly blow for the Ellison-led company, which is liable to pay a ticking fee of around $7 million per day or $650 million per quarter if the deal doesn’t close by the end of September. A few days later, Paramount said it had agreed to push back the merger to June 2027 or until five days after the judge makes a decision on the states’ case.

further readingDavid Ellison Says Paramount-Warner Bros. Discovery Scrutiny Is About ‘Whether I Can Be Trusted’ With CNN (Forbes)

Paramount Suffers Major Early Blow In Merger Lawsuit—And Billion-Dollar Losses Could Lie Ahead (Forbes)

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California Attorney General Rob Bonta told CNBC's David Faber on Thursday that the group of states suing to block Paramount Skydance's proposed acquisition of Warner Bros. Discovery would require "robust structural remedies" to reach a settlement in the antitrust case.

"[Paramount] wanted to talk about everything except for what this case is about. They want to talk about the streaming market, which we don't allege in our complaint. They want to talk about CNN, which is not a focus of our complaint. They want to talk about the foreign regulators. We want to talk about the three markets that we set forth in our complaint, where we think there's antitrust violation," Bonta said.

Bonta and 11 other state attorneys general filed a lawsuit in July seeking to block the merger. The group of suing states also includes Arizona, Colorado, Connecticut, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington. In the suit, the group focuses on the size of the combined company and how it would control nearly one-third of films and nearly a third of basic cable TV programming. 

Paramount, which initially sought to close the deal by Sept. 30, agreed to delay the proposed acquisition of WBD to as late as June 2027. A trial will be heard on the matter in March.

There has been widespread speculation about whether Paramount and the states will hold settlement talks to bypass the March trial.

"I will say that coming to the table has always been on the table. And if [CEO David] Ellison and Paramount want to come to the table in good faith and talk, we want to talk, too. We're happy to have that conversation," Bonta said. "We do prefer to resolve cases in the boardroom instead of the courtroom, but for now we're bringing our case, and, you know, I hope they can focus on the actual allegations we make in our complaint."

Bonta said it's no secret Paramount wants the states to consider a settlement.

If the two companies were to combine, it would unite the famed movie studios Warner Bros. and Paramount, as well as a massive portfolio of TV networks including Paramount's broadcast network CBS and pay TV channels such as its MTV and BET with WBD's CNN, Discovery and others. It would also bring together streaming platforms Paramount+ and HBO Max. 

"Whether the market is shrinking or growing is really irrelevant," Bonta said Thursday in response to the argument that the pay TV subscriber base has been decreasing due to the rise of streaming.

Bonta said a combined Paramount-WBD would create a "presumptively illegal market concentration" in the film and TV markets the group of attorneys general identified in the lawsuit.

"We are the ones who've looked at this from a straight-up law and facts perspective in the American economy under American law under Clayton Act Section 7, which applies here as antitrust law," Bonta said. "[The law has] been on the books for over a century. And it's just a straight up, meat-and-potatoes, black-and-white, bread-and-butter, antitrust case."

The Clayton Antitrust Act is the more-than-100-year-old law that prohibits anticompetitive mergers and acquisitions.

Paramount has previously called the states' lawsuit a "misrepresentation of competition in the entertainment industry today," and said it plans to "vigorously defend the transaction and demonstrate that this challenge is inconsistent with sound competition and policy and the competitive realities of the media marketplace."

Paramount's lead trial counsel, Jeffrey Kessler, earlier told CNBC that Paramount "believes strongly" in the combination of the two companies and is prepared to bring the matter to the Supreme Court if it was faced with a prolonged blockade to closing the deal. 

During Paramount's August earnings call, Ellison said he's "confident" the deal will close.

A Paramount spokesperson didn't immediately respond to a request for comment about Bonta's remarks on Thursday.

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Paramount Skydance CEO David Ellison wants California Attorney General Rob Bonta's state and its counterparts to post a bond to cover the merger delay costs. Angela Weiss/AFP via Getty Images; Mel Melcon / Los Angeles Times via Getty Images David Ellison wants those challenging his Warner Bros. Discovery deal — including California and 11 other states — to be prepared to pay nearly $1.9 billion if they lose their lawsuit.

Paramount Skydance's $110 billion WBD acquisition is on pause after lawsuits from 12 states and the Writers Guild of America, which argued the deal is anticompetitive. A federal judge said the plaintiffs "raised serious questions" in their lawsuit and set a trial date for early March.

Ellison's company now wants the judge to order its legal opponents to post a $1.88 billion bond that Paramount would receive if it eventually prevails in court.

Paramount has agreed to pay WBD shareholders a "ticking fee" of nearly $7 million per day that its deal isn't closed, starting October 1. By the time the trial concludes, Paramount would owe $1.3 billion in ticking fees that would be "unrecoverable," the company said on Monday, adding that it's also missing out on "significant additional cost savings" by not closing the WBD deal now.

Corey Martin, an M&A lawyer who's head of the entertainment finance practice at Los Angeles-based firm Granderson Des Rochers, said it was "very unlikely" that Paramount would convince the judge that the plaintiffs should be on the hook for the ticking fees.

The judge can decide whether the plaintiffs need to post a bond and, if so, in what amount.

"I would be surprised if they could apply the proceeds of any bond toward the ticking fee," Martin said.

When Nexstar was hit with an antitrust case after buying rival Tegna, the TV station giant asked the court to require the plaintiffs to post a $150 million bond. The judge required only a $10,000 bond.

Paramount has already secured approval from every other relevant regulatory authority, including the US Department of Justice and the European Commission.

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Paramount’s board has approved a plan to move the Hollywood studio out of California if the state’s attorney general Rob Bonta doesn’t agree to settlement talks in his bitter antitrust case by Oct. 1, according to reports.

Paramount CEO David Ellison told his top lieutenants last week that his company would relocate to Tennessee, Texas, Georgia or another state if Bonta refuses to come to the table in his case opposing Paramount’s $110 billion acquisition of Warner Bros. Discovery, Puck and Variety reported Tuesday.

The mogul discussed the ultimatum during an hourlong lunch meeting last Wednesday with Paramount’s 12-member Executive Leadership Team on the company’s storied Hollywood lot, according to Puck, which cited two people with direct knowledge of the meeting.

Paramount could eventually shift most studio jobs out of California under a five-year relocation strategy CEO David Ellison outlined to senior executives, according to Puck. Getty Images Ellison told the group that Paramount’s board, which he controls, had already signed off on the relocation plan, the report said.

The 43-year-old son of Oracle billionaire Larry Ellison set an Oct. 1 deadline for resolving the dispute since that’s the date a so-called $7 million-per-day “ticking fee” tied to the Warner Bros. deal is set to kick in, according to the report.

If there are no negotiations, Ellison said he would move either Paramount or the combined Paramount-Warner Bros. company out of California regardless of how the antitrust litigation ultimately plays out, Puck reported.

The Post has sought comment from Paramount and Bonta.

Ellison said the headquarters would be the first operation to relocate, with incentives from whichever state ultimately lands the company helping finance the move, according to the report.

He is already in contact with multiple states and is developing a five-year plan that would eventually shift most of the studio’s jobs to its new home, Puck reported.

Ellison estimated that leaving California would save Paramount $500 million a year in taxes.

Paramount CEO David Ellison has set an Oct. 1 deadline to resolve the company’s antitrust battle with California before pressing ahead with plans to relocate, according to Puck. AFP via Getty Images The company could also raise cash by selling the Paramount and Warner Bros. studio lots, each of which has been valued as high as $4 billion, Puck reported, while noting that the properties could fetch less given Los Angeles’ battered production market.

Paramount would nevertheless maintain a creative presence in Hollywood because many of its talent partners and vendors remain there, while executives and other business operations would be expected to relocate, according to the report.

Ellison told executives he still wants the combined company — and roughly 30,000 jobs — to remain in Southern California, Puck reported.

But he argued that relocating would be preferable to cutting content spending or restructuring the company as it shoulders the mounting cost of fighting the states and paying roughly $650 million in quarterly ticking fees, according to the report.

California Gov. Gavin Newsom has stayed publicly quiet about the antitrust suit, but privately favors a settlement between Paramount and the state, according to Puck. Anadolu via Getty Images The Warner Bros. deal could also leave Paramount on the hook for a $7 billion breakup fee if it fails to close by next June, Puck reported.

The relocation plan marks a dramatic escalation in Ellison’s showdown with Bonta, who is leading California and 11 other states in a federal antitrust lawsuit seeking to block the Warner Bros. acquisition.

Bonta’s office blasted the latest maneuver, telling Puck that it is “another attempt to blackmail the state into letting an illegal deal through.”

“Paramount has lost the plot as it continues to lose in court.”

Ellison nevertheless expressed confidence during last week’s meeting that Paramount would defeat the states’ case and eventually complete the Warner Bros. deal, according to Puck.

His remarks reportedly rattled some members of Paramount’s leadership team.

Several executives later told colleagues about the meeting amid concerns about uprooting their families and disbelief that the dispute with California had deteriorated to the point where Paramount could leave the state, according to Puck.

California Attorney General Rob Bonta is leading an antitrust challenge by California and 11 other states seeking to stop Paramount’s $110 billion Warner Bros. Discovery acquisition. REUTERS Among those reportedly attending the meeting were studio chiefs Dana Goldberg and Josh Greenstein, streaming boss Cindy Holland and CBS chief George Cheeks.

Ellison is meanwhile trying to build political and industry pressure on Bonta to negotiate.

Paramount previously proposed a consent decree containing 12 concessions, including promises to keep both the Paramount and Warner Bros. lots operating and to release 30 movies a year through the two studios, Puck reported.

The company also offered theater chains a minimum 45-day theatrical window and a 90-day window before movies move to Paramount+, according to the report.

AMC Theatres and Regal owner Cineworld have backed the merger after receiving the proposal, while Cinemark’s board is expected to discuss whether to join them this week, Puck reported.

Bonta, however, has resisted the overtures, with the site reporting that he would presumably seek major structural remedies rather than Paramount’s piecemeal concessions.

Paramount‘s antitrust commitments in the UK to secure approval for its $111 billion Warner Bros. Discovery deal strengthens the hand of the 12 state attorneys general suing to block the merger.

That’s the view of Block the Merger, a creative industries coalition that has come together to campaign against the union between Paramount and Warner. The coalition has won the support of The Traitors host Alan Cumming, as well as industry groups including the Archival Producers Alliance and the International Documentary Association.

In a statement following the UK government’s decision to greenlight WarnerMount, Block the Merger said: “UK Secretary Nandy’s ability to obtain major concessions from Paramount lends powerful credibility to the case 12 state attorneys general have brought here in the U.S.

“If this merger required binding remedies even in the UK, where Paramount and Warner hold a far weaker market position and the CMA has grown reluctant to block big mergers, the dangers in the more concentrated U.S. market are unmistakable.”

Paramount has agreed to a “deed of covenant” with the Department for Digital, Culture, Media and Sport. This includes a commitment not to combine linear channels with its streaming services and maintain the editorial independence of its news services and children’s networks.

The commitments, which come into effect once the transaction completes and will remain in force for five years, will ensure that Channel 5 News’ editorial direction remains entirely separate from CBS News and CNN International. Fair access to the CNN, CBS, and Channel 5 archives was also an undertaking.

Block the Merger said these were “encouraging” but not “the whole fight.” The group added: “Our position remains the same – the Paramount Skydance-Warner Bros. Discovery merger is a dangerous consolidation that will harm film, entertainment, and independent press in markets around the world. State attorneys general hold independent authority to enforce antitrust laws, and we are confident they will prevail at trial and fully block this merger.”

The U.S. lawsuit will go to trial in March 2027. Attorneys general, including California’s Rob Bonta, allege that the transaction stifles competition across wide-release theatrical film distribution, big-budget blockbusters, and basic cable television channel licensing.

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Key Takeaways PSKY topped Q2 earnings and revenue estimates as DTC strength and Studios gains offset TV Media weakness.Paramount Skydance grew Paramount to 81.6M subscribers and expanded DTC EBITDA margin to 14.8%.PSKY forecast Q3 revenue growth of 4-7% and raised its 2026 adjusted EBITDA outlook. Paramount Skydance Corporation (PSKY - Free Report) reported second-quarter 2026 results, wherein both the top and bottom lines surpassed the Zacks Consensus Estimate.

The quarter reflected continued strength in the Direct-to-Consumer (DTC) business, a Studios turnaround and disciplined cost management, partially offset by ongoing weakness in TV Media.

On the revenue front, PSKY posted total revenues of $6.91 billion, beating the Zacks Consensus Estimate of $6.88 billion by 0.43%. Revenues increased 0.93% year over year.

PSKY reported adjusted earnings of 18 cents per share, which beat the Zacks Consensus Estimate of 15 cents by 20%. The quarter included $153 million in transaction-related costs.

PSKY's Financial Performance OverviewGAAP operating income increased to $475 million in the second quarter of 2026 from $399 million in the year-ago quarter. Operating margin expanded to 6.9% from 5.8%, reflecting improved profitability across the DTC and Studios businesses and disciplined expense management despite continued pressure in linear television.

 Adjusted EBITDA rose 27% year over year to $1.10 billion, while adjusted EBITDA margin expanded to 15.9% from 12.6%. The improvement was driven by continued DTC margin expansion, stronger Studios profitability and higher margins in TV Media through ongoing cost discipline. Management noted that enterprise-wide efficiency initiatives remain on track to deliver more than $2.7 billion in run-rate efficiencies by year-end 2026.

On the advertising front, digital advertising continued to gain traction, with DTC advertising revenues up 8% year over year and Paramount+ advertising revenues rising more than 30%, supported by stronger engagement and improved monetization.

PSKY's Q2 Segment Performance DetailsDTC revenues came in at $2.47 billion, up 9% year over year, led by 16% growth in Paramount+ revenues to $2.06 billion on subscriber and ARPU gains. Paramount+ ended the quarter with 81.6 million subscribers, adding approximately two million despite nearly two million international hard bundle exits. DTC adjusted EBITDA climbed 44% to $366 million, with margin expanding to 14.8% from 11.2%, supported by the platform's best-ever retention quarter, driven by Dutton Ranch, UFC programming and the FIFA World Cup in select Latin American markets.

Studios revenues grew 16% year over year to $1.31 billion on higher third-party television deliveries and the consolidation of Skydance licensing revenues, partly offset by a difficult theatrical comparison against Mission: Impossible – The Final Reckoning. Studios adjusted EBITDA improved to $36 million from a loss of $31 million a year earlier, reflecting a more disciplined approach to greenlighting, marketing and distribution.

TV Media revenues declined 9% year over year to $3.13 billion, with advertising down 14% on the NCAA lap and international divestitures, and affiliate revenues down 6% amid continued pay TV subscriber declines. TV Media adjusted EBITDA rose to $1.06 billion, with margin expanding to 34% from 26.4%, on disciplined cost management. CBS held seven of the top 10 broadcast series in the most recent broadcast season.

PSKY's Q2 Balance Sheet and Cash Flow DetailsCash and cash equivalents were $1.63 billion as of June 30, 2026, down from $1.94 billion as of March 31, 2026. Gross debt decreased sequentially to $15.16 billion from $15.48 billion, with $1.8 billion drawn under the revolving credit facility. Operating cash flow totaled $319 million and free cash flow was $258 million.

PSKY’s Q3 and 2026 OutlookFor the third quarter, PSKY expects revenues of $6.95 billion to $7.15 billion, implying 4% to 7% growth year over year, with Paramount+ subscribers expected to be roughly flat sequentially. Adjusted EBITDA is projected at $875 million to $975 million (13.1% margin at midpoint), with approximately $200 million in transformation costs expected during the quarter. Studios and TV Media profitability are expected to improve year over year, while DTC margins are expected to moderate on higher content amortization tied to the second-half programming slate.

For 2026, PSKY reaffirmed its $30 billion revenue target (4% growth) and raised its adjusted EBITDA outlook to $3.8-$3.9 billion from a prior guidance of $3.8 billion. Free cash flow conversion is now expected at a minimum of 10%, up from a prior guidance of 5%, before roughly $800 million in transformation costs. Management reiterated confidence that the proposed Warner Bros. Discovery acquisition will be completed.

Zacks Rank & Stocks to ConsiderPSKY currently carries a Zacks Rank #3 (Hold).

Some better-ranked stocks in the broader Zacks Consumer Discretionary sector are American Public Education (APEI - Free Report) , Newsmax (NMAX - Free Report) and  Target Hospitality (TH - Free Report) . Each stock carries a Zacks Rank #2 (Buy) at present. You can see the complete list of today’s Zacks #1 Rank (Strong Buy) stocks here.

American Public Education is set to report second-quarter 2026 results on Aug. 10. The Zacks Consensus Estimate for American Public Education’s second-quarter EPS is pegged at 36 cents, unchanged over the past 30 days and indicating an improvement of 1900% year over year.

Newsmax is slated to report second-quarter 2026 results on Aug. 13. The Zacks Consensus Estimate for Newsmax’s second-quarter loss is pegged at 2 cents per share, unchanged over the past 30 days and indicating an improvement of 96.61% year over year.

Target Hospitality is slated to report second-quarter 2026 results on Aug. 10. The Zacks Consensus Estimate for Target Hospitality’s second-quarter loss is pegged at 10 cents per share, unchanged over the past 30 days and indicating an improvement of 33.33% year over year.