Opening the filing
8-K
Nasdaq Global Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note On October 6, 2026 (the “ Closing Date ”), Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (“ SKYD ”), completed the previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation (“ WBD ”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 27, 2026 (the “ Merger Agreement ”), by and among WBD, SKYD and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of SKYD (“ Merger Sub ”).
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (the “ Merger ”).
Item 1.01
Entry into a Material Definitive Agreement On October 6, 2026, Deutsche Bank Trust Company Americas, as trustee, and certain subsidiaries of SKYD, including certain subsidiaries of WBD (the “ Guarantors ”), entered into a fourth supplemental indenture to the indenture dated October 5, 2026 (the “ Base Indenture ”), pursuant to which the Guarantors became guarantors under each series of notes issued pursuant to such Base Indenture. On October 6, 2026, the Guarantors also agreed to guarantee the obligations under that certain Credit Agreement, dated as of April 7, 2026, as amended on October 6, 2026, among SKYD, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, each share of WBD’s Series A common stock, par value $0.01 per share (“ WBD Common Stock ”), issued and outstanding immediately prior to the effective time of the Merger (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 canceled and converted into the right to receive an amount in cash equal to $31.01666668, without interest, which includes the Ticking Consideration (together, the “ Merger Consideration ”). The “Ticking Consideration” is equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing Date. The aggregate Ticking Consideration payable with respect to shares of 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 an amount in cash equal to $41,886,975.78. Also at the Effective Time:
each outstanding option to purchase shares of WBD Common Stock (a “ WBD Option ”) granted under any WBD stock plan that was (x) by its terms vested as of the Effective Time or (y) held by a former employee or service provider of WBD (each, 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, if any, 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 that was 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 that was less than the Merger Consideration was assumed by SKYD 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;
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, WBD notified the Nasdaq Global Select Market (“ Nasdaq ”) of the consummation of the Merger and that each share of 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) had been converted into the right to receive the Merger Consideration. WBD requested that Nasdaq (i) halt trading of WBD Common Stock on Nasdaq prior to the opening of trading on the Closing Date, (ii) withdraw WBD Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on Form 25 (the “ Form 25 ”) to effect the delisting of the WBD Common Stock from Nasdaq and the deregistration of WBD Common Stock under Section 12(b) of the Exchange Act. As a result, WBD Common Stock, which previously traded under the symbol “WBD,” will no longer be listed on Nasdaq.
In addition, in connection with the Merger, WBD previously notified Nasdaq that it intends to voluntarily delist from the Nasdaq Global Market the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 (collectively, the “ Euro Notes ”) issued by Discovery Global Holdings, Inc., a Delaware corporation and wholly owned subsidiary of WBD, and that it expects to file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 on or around the Closing Date. As a result, the Euro Notes will no longer be listed on the Nasdaq Global Market.
After the Form 25s become effective with respect to the delisting of the WBD Common Stock and the Euro Notes, WBD intends to file a certification on Form 15 with the SEC to terminate the registration of WBD Common Stock and the Euro Notes under the Exchange Act and to suspend WBD’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time, a change in control of WBD occurred and WBD became a wholly owned subsidiary of SKYD. The aggregate Merger Consideration payable by SKYD in connection with the Merger is approximately $78 billion, funded by a combination of equity financing and debt financing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.