Los Angeles and New York, October 6 (Reuters/ PR Newswire ) – Skydance Corporation (formerly Paramount Skydance Corporation, NYSE : SKYD, hereinafter referred to as the "Company") announced today the final results of two previously announced offers: First, a cash acquisition ("Tender Offer") for all designated securities in the existing tender offer notes issued by Discovery Global Holdings, Inc (formerly WarnerMedia Holdings, Inc, hereinafter referred to as the "DGH Issuer") and Discovery Communications, LLC (together with the issuer of DGH referred to as the "WBD Issuer"); second, an exchange of the Company's newly issued notes ("New SKYD Notes") for all designated securities in the existing exchange offer notes issued by the WBD Issuer ("Exchange Offer").

The aforementioned offer is related to the company's acquisition of Warner Bros, Discovery, Inc. (“WBD”), and this acquisition was completed today, on October 6, 2026.

These offers will expire at 5:00 p.m. on October 6, 2026, New York Time. The company expects to complete the settlement on October 9, 2026, provided that all conditions of the relevant offers have been met or exempted by the company.

Tender Offer

As of the expiration date, according to the information provided by the transfer agent and information agent for the tender offer, Global Bondholder Services Corporation, approximately 98.83% of the total principal of the tender offer notes has been effectively submitted in the tender offer. The company previously stated that holders who effectively submitted the relevant notes within or before the expiration date of the applicable tender offer and did not effectively withdraw them, and who actually held such notes on the expiration date, are eligible to receive a compensation (the "tender offer consideration") calculated based on the fixed yield spreads corresponding to each series of notes listed in the table below, relative to the reference yield rate ("Reference Yield"). The reference yield rate was determined by the transaction manager at 10:00 a.m. today, New York time, based on the purchase prices of the corresponding U.S. Treasury securities listed in the table below. In addition to the tender offer consideration, the company will also pay in cash the accrued unpaid interest on the tender offer notes accepted under the tender offer from the most recent interest payment date up to but not including the settlement date of that series.

The following table shows the total principal amount of each series of existing tender offer notes that the company will accept for purchase on the settlement date, as well as the pricing information for the tender offer.

On the settlement date, the tender offer notes that are accepted and purchased will be cancelled and will no longer constitute outstanding debt of the issuer WBD. The tender offer notes that are not submitted in accordance with the tender offer will continue to be considered as outstanding debt of the issuer DCL or the issuer DGH, depending on the specific circumstances.

Exchange Offer

As of the maturity date, according to the information provided by the exchange agent and information agent Global Bondholder Services Corporation, approximately 99.15% of the total principal of the existing exchange offer notes has been effectively submitted within the exchange offer. The company previously stated that holders who effectively submitted the relevant notes within the applicable exchange offer on or before the maturity date, without any effective withdrawal, and actually held those notes on the maturity date, are entitled to receive an equivalent amount of $1,000 or €1,000 (depending on the currency) of new SKYD notes from the applicable series in exchange for each $1,000 or €1,000 (depending on the currency) of the principal of the existing exchange offer notes that were effectively submitted for exchange. Interest on the new SKYD notes will be accrued from the most recent interest payment date (including that day) of the corresponding series of existing exchange offer notes. On the interest payment date following the settlement date, the interest paid by the company will equal the sum of two parts: (i) all accrued but unpaid interest from the most recent applicable interest payment date of that series of existing exchange offer notes up to the settlement date (excluding the settlement date); plus ( ii ) all accrued but unpaid interest on the new SKYD notes from the settlement date (including that day) up to the interest payment date (excluding that day).

The following table shows the total principal amounts of various series of existing exchange offers for bills that the company has accepted.

Existing exchange offer notes obtained in the exchange offer will be cancelled and delisted. Existing exchange offer notes not obtained in the exchange offer will continue to be considered as outstanding debt of the DCL issuer or the DGH issuer, depending on the specific circumstances.

The exchange offer is conducted in accordance with the Securities Act of 1933 (as amended) and the relevant rules and regulations of the U.S. Securities and Exchange Commission (SEC), and is exempt from registration under these provisions. The new securities shall not be offered or sold within the United States or to U.S. persons (defined below) unless it qualifies for an exemption from registration under the Securities Act or falls under transactions that are not subject to registration requirements. The exchange offer and the new securities are only issued to eligible holders of the existing exchange offer securities. Such holders are either deemed to be ‘qualified institutional buyers’ as defined under Section 144A of the Securities Act or are not ‘U.S. persons’ as defined under Section 902 of the Securities Act (such holders are referred to as ‘qualified holders’).

General Matters

This press release is for informational purposes only and does not constitute an offer to sell any securities, nor an invitation to purchase any securities. It also does not constitute an offer, invitation, or sale of any securities in any jurisdiction where such an offer, invitation, or sale would be illegal.

About Skydance Corporation

Skydance Corporation is a new generation global media and entertainment company with its business divided into three segments: production studios, direct-to-consumer services, and television media. The company's brands include Paramount, Warner Bros, HBO, HBO Max, Paramount+, CNN, CBS, CNN, CBS Sports, TNT Sports, Nickelodeon, Cartoon Network, MTV, Food Network, BET, HGTV, and Comedy Central.

Warning Regarding Forward-Looking Statements

This communication contains “forward-looking statements” related to the transactions described in this document. Readers are reminded not to rely on these forward-looking statements. These statements are based on current expectations of future events. If the underlying assumptions prove to be inaccurate, or if known or unknown risks and uncertainties arise, actual results may differ significantly from the expectations and projections of the company or WBD.

Risks and uncertainties include, but are not limited to: the transactions described in this document may not be completed within the expected time frame or may not be completed at all; the anticipated benefits, synergies, and opportunities from completed acquisitions may not materialize, or the time to achieve them may be longer than expected; risks and costs associated with integrating WBD's business, including whether successful integration and achievement of anticipated synergies and financial targets can be realized; the merged companies may not be able to achieve the expected operational synergies, net leverage, free cash flow, or other financial targets described in this press release within the expected time frame or may not be able to achieve them at all; completed acquisitions and ongoing integration may disrupt business operations and relationships; shareholder litigation risks related to the acquisition of WBD; risks related to the company's streaming business; adverse effects on the company's advertising revenue due to changes in consumer behavior, advertising market conditions, and insufficient audience measurement; the risks of operating in a highly competitive and rapidly changing industry; unpredictable consumer behavior and ongoing evolution of technology and distribution models; risks associated with the company's investment in new businesses, products, services, and technologies, as well as the evolution of the company's business strategy; potential loss of content distribution capacity or other reductions, and the impacts of related negotiations; damage to the company's reputation or brand; losses resulting from impairment of goodwill, content, and long-term assets (including intangible assets with limited lifespans); liabilities related to the termination of operations and previous businesses; increasingly stringent reviews of sustainability initiatives and expected continuous changes; evolving risks related to business continuity, network security, privacy, data protection, and similar aspects; challenges in protecting and maintaining the company's intellectual property; domestic and international political, economic, and regulatory factors that affect the company's business in general or the completed acquisitions of WBD; inability to recruit or retain key employees or creative talent; interruptions in company operations due to labor disputes; risks and costs associated with the integration of Paramount Global, Skydance Media LLC ("Skydance"), and WBD.As well as the company's ability to successfully integrate these businesses and achieve the expected synergies, including the amount or timeline for realizing such synergies; litigation related to the transactions involved in the transaction agreements signed with Paramount Global and Skydance on July 7, 2024, which may result in significant costs; fluctuations in the price of the company's Class B common stock; the impact of the company's dual-class share structure and concentrated shareholding on the price of Class B common stock or business; risks associated with the private sale of controlling interests to third parties, including the possibility that company shareholders may not receive any control premium for Class B common stock, and the possibility that the company may come under control of currently unknown third parties; risks related to the company's status as a "controlled company" under New York Stock Exchange rules, including exemptions from certain corporate governance requirements; risks associated with the lack of voting rights for Class B common stock; the company's revised articles of association and revised bylaws, as well as anti-takeover provisions in Delaware law, which may hinder, delay, or prevent changes in control; exclusive court clauses in the company's articles of association that may limit shareholders' choice of jurisdiction for certain claims and hinder lawsuits against company directors and executives; company opportunity clauses in the articles of association that may allow certain individuals to pursue competitive opportunities that would otherwise belong to the company; risks related to the company's holding company structure, including its dependence on subsidiaries to meet tax obligations and other cash needs; risks related to the merged company assuming more debt and whether it can meet the financial and other contractual obligations of its major debt agreements; risks related to the merged company's ability to deleverage according to management objectives, including assumptions, uncertainties, and contingencies that may affect the company's ability to reduce debt; risks related to management's ability to implement strategic plans and improve the financial condition and operating cash flow of the merged company; and risks related to the need for the merged company to raise capital or obtain other financing after acquiring WBD in order to reduce debt.For additional risks, uncertainties, and other factors, as well as general risks related to the respective businesses of the company and WBD, please refer to the company's 10-K annual report for the fiscal year ending December 31, 2025, submitted to SEC on February 25, 2026 (revised by the 10-K/A annual report submitted on April 24, 2026, and subject to the content listed in the company's 8-K current report submitted on October 6, 2026); the company's 10-Q quarterly report for the quarter ending June 30, 2026, submitted to SEC on August 4, 2026, which includes sections titled "Caution Regarding Forward-Looking Statements" and "Item 1A. Risk Factors"; as well as subsequent documents submitted by the company to SEC; and WBD's 10-K annual report for the fiscal year ending December 31, 2025, submitted to SEC on February 27, 2026; WBD's 10-Q quarterly report for the quarter ending June 30, 2026, submitted to SEC on August 6, 2026, which also includes sections titled "Caution Regarding Forward-Looking Statements" and "Item 1A. Risk Factors"; as well as subsequent documents submitted by WBD to SEC, including those related to the acquisition of WBD.These documents and subsequent documents can be obtained online at www.sec.gov, https :// ir.paramount.com / sec-filings / paramount, https :// ir.corporate.discovery.com / financials / sec-filings (if applicable), or by requesting them from the company or WBD. Except as required by law, neither the company nor WBD assumes any obligation to update any forward-looking statements due to new information, future events, or developments.