Paramount Skydance completes $78B Warner Bros. Discovery acquisition, funded by $47B PIPE and $51.9B new debt

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 with respect to the Notes, the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture

the Company issued (a) an aggregate of $41.4 billion in senior secured notes denominated in U.S. dollars, consisting of (1) $30.0 billion of first lien senior secured notes

The Company used the net proceeds from the offering of the Notes and borrowings under the Credit Facilities (as defined below), together with cash on hand and the net proceeds of the PIPE Transaction, to finance the Merger, to repay certain existing debt and to pay fees, costs and expenses related thereto.

the amount of the $49.00 billion bridge commitments (the “Bridge Commitments”) obtained by the Company pursuant to a Commitment Letter, dated as of December 8, 2025 ... has been reduced to $0.00 and the Bridge Commitment Letter has been fully terminated as of the Closing Date.

PIPE Investors delivered a lock-up agreement (the “Lock-Up Agreement”) agreeing not to engage in certain transfers of the shares of Class B Common Stock that were purchased in the PIPE Transaction for a period of 180 days following the Closing

the Company repaid all loans and terminated all credit commitments outstanding under that certain Amended and Restated Credit Agreement, dated as of January 23, 2020

each share of Series A common stock, par value $0.01 per share of WBD (the “WBD Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was automatically cancelled and converted into the right to receive an amount in cash equal to $31.00 plus the Ticking Consideration, without interest (the “Merger Consideration”).

each option to purchase shares of WBD Common Stock granted under any WBD stock plan (a “WBD Option”) outstanding immediately prior to the Effective Time that (x) by its terms vested as of the Effective Time or (y) was held by a former employee or service provider of WBD ( a “Vested WBD Option”) was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such Vested WBD Option by (ii) the total number of shares of WBD Common Stock subject to such Vested WBD Option immediately prior to the Effective Time.

each WBD Option outstanding and unexercised immediately prior to the Effective Time and that was not a Vested WBD Option (an “Unvested WBD Option”) with an exercise price per share of WBD Common Stock less than the Merger Consideration was assumed by the Company and automatically converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such Unvested WBD Option, by (ii) the total number of shares of WBD Common Stock subject to such Unvested WBD Option immediately prior to the Effective Time (the “Unvested WBD Option Consideration”), with such Unvested WBD Option Consideration remaining subject to the same terms and conditions (including any applicable terms relating to accelerated vesting upon qualifying terminations of employment and timing and form of payment) that applied to the corresponding Unvested WBD Option immediately prior to the Effective Time

each award of restricted stock units corresponding to shares of WBD Common Stock granted pursuant to any WBD stock plan, including performance restricted stock units (a “WBD RSU”), outstanding immediately prior to the Effective Time that vested in accordance with its terms as of the Effective Time or that was held by a non-employee member of the board of directors of WBD ( a “Vested WBD RSU”), was canceled and converted into the right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying such Vested WBD RSU

On October 5, 2026, the board of directors of the Company (the “Board”) appointed Andrew Brandon-Gordon as the Company’s President, effective as of the Closing.

The Amendments extended the employment terms for Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim under their respective Employment Agreements through August 7, 2031, August 7, 2031, January 15, 2032, and October 6, 2031, respectively.

the annual base salaries for Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim increased to $5,000,000, $4,000,000, $3,400,000 and $4,000,000, respectively, on the Closing Date

target annual bonuses increased to $5,000,000 (for Mr. Ellison) and $2,600,000 (for Messrs. Brandon-Gordon, Cinelli and Delrahim), effective as of the Closing Date; and (iii) commencing with calendar year 2027, Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim will be eligible to receive annual equity award(s) (“Annual Awards”) with an aggregate grant date value of $5,000,000, $1,400,000, $1,250,000 and $4,400,000, respectively

Messrs. Ellison, Brandon-Gordon, Cinelli and Delrahim were granted awards of restricted stock units covering 104,167, 29,167, 26,042 and 91,667 shares of Class B Common Stock, respectively, under the 2025 Plan.

reflects the Company’s change in name from “Paramount Skydance Corporation” to “Skydance Corporation”

removes certain consent and designation rights and makes certain other administrative changes

approved by the Board and holders of 100% of the shares of the Company’s Class A Common Stock, representing 100.0% of the voting power of the Company’s outstanding capital stock, acting by written consent

On October 6, 2026, the Company issued a press release announcing the completion of the transactions contemplated by the Merger Agreement, including the Merger.

today announced the completion of its acquisition of Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”), creating a combined company, named “Skydance.”

WBD shareholders received an amount in cash equal to $31.01666668 per share.

targeting at least $6 billion in run-rate synergies within three years.

the combined company expects to generate more than $10 billion in free cash flow by 2030

On October 6, 2026, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation (“Paramount” or the “Company”) and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of Paramount (“Merger Sub”) completed the transactions contemplated by the previously disclosed Agreement and Plan of Merger, dated as of February 27, 2026

each share of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock cancelled for no consideration in accordance with the WBD Merger Agreement or as to which appraisal rights have been properly exercised) was converted into the right to receive an amount in cash equal to $31.00, without interest, plus the Ticking Consideration

The Company entered into equity subscription agreements (“Subscription Agreements”) providing for up to $46.7 billion plus Ticking Consideration (and certain other additional amounts as defined in the WBD Merger Agreement if required) of equity financing from affiliates of The Lawrence J. Ellison Revocable Trust and $250.0 million from RedBird Capital Partners Fund IV (Master), L.P.

The Acquisition Financing Transactions include (i) $9.5 billion of seven-year Term B Loans (“Term B Loans”), (ii) $30.0 billion of New First Lien Secured Notes (“New First Lien Secured Notes”), and (iii) $12.4 billion of New Second Lien Secured Notes (“New Second Lien Secured Notes”), in an aggregate amount of $51.9 billion (the “New Permanent Financing”)

Pro forma net loss | $ (2,092 ) | $ (6,076 )