8-K12B: Paramount Skydance Merger Complete, PSKY Begins Trading

Sentiment:

Merger Completion 7 August 2025 1:14 PM

Skydance Media and Paramount Global have completed their merger, forming Paramount Skydance Corporation, with Class B shares now trading on Nasdaq under PSKY.

Capital raisePIPE Equity Investors (Pinnacle and RedBird) purchased 400 million shares of Class B Common Stock at $15.00 per share and 200 million warrants at an initial exercise price of $30.50 per share.The aggregate consideration for the private placement investment (PIPE Transaction) was $6.0 billion, less an aggregate subscription discount of approximately $29.0 million.

Summary

Paramount Skydance Corporation (formerly New Pluto Global, Inc.) completed the previously announced business combination of Paramount Global and Skydance Media on August 7, 2025.
Paramount Global merged into a subsidiary of Paramount Skydance Corporation on August 6, 2025, becoming a wholly-owned direct subsidiary.
Skydance Media merged into a subsidiary of Paramount Skydance Corporation on August 7, 2025, becoming a wholly-owned subsidiary.
Pinnacle Media Ventures, LLC, Pinnacle Media Ventures II, LLC, Pinnacle Media Ventures III, LLC (controlled by the Ellison family), and RB Tentpole Holdings LP (RedBird) collectively purchased all outstanding equity interests of National Amusements, Inc. (NAI) on August 7, 2025.
PIPE Equity Investors (NAI Equity Investors and an affiliate of a Skydance investor) completed a private placement investment in Paramount Skydance Corporation for aggregate consideration of $6.0 billion, less an aggregate subscription discount of approximately $29.0 million.
This PIPE transaction included the purchase of 400 million shares of Class B Common Stock at $15.00 per share and 200 million warrants, each exercisable for one share of Class B Common Stock at an initial exercise price of $30.50 per share.
Paramount Skydance Corporation is now the successor issuer to Paramount Global, with its Class B Common Stock trading on the Nasdaq Stock Market LLC under the ticker symbol PSKY.
Holders of approximately 7,188,075 shares of former Paramount Class A Common Stock elected to receive $23.00 per share in cash, totaling $165,325,716.33.
Holders of approximately 228,260 shares of former Paramount Class A Common Stock elected to receive 1.5333 shares of Class B Common Stock, and holders of 1,786,131 shares made no election and also received 1.5333 shares of Class B Common Stock.
Holders of approximately 469,241,289 shares of former Paramount Class B Common Stock elected to receive $15.00 per share in cash, but due to oversubscription, only 285,889,212 shares were converted to cash, totaling $4,288,338,180.00.
The balance of Class B shares that elected cash (approximately 0.60925910 of elected shares) and those that elected stock (17,059,865 shares) or made no election (147,330,029 shares) remained as Class B Common Stock.
An aggregate of 318,818,445 shares of Class B Common Stock were issued as Stock Consideration to former holders of Paramount Common Stock.
Following the transactions, there are 1,064,653,411 shares of Class B Common Stock and 31,500,087 shares of Class A Common Stock issued and outstanding.
NAI and its subsidiaries directly hold 100% of the voting power of Paramount Skydance Corporation and approximately 3% of the outstanding Class B Common Stock.
Other former Paramount stockholders directly hold approximately 30% of the outstanding Class B Common Stock and no voting power.
PIPE Equity Investors directly hold approximately 38% of the outstanding Class B Common Stock and no voting power (in their capacity as PIPE Equity Investors).
Former equity holders of Skydance directly hold approximately 29% of the outstanding Class B Common Stock and no voting power.
Entities owned and controlled by the Ellison family (including Pinnacle) hold approximately 77.5% of the voting power of Paramount Skydance Corporation (indirectly through NAI) and approximately 47% of the outstanding Class B Common Stock (directly and indirectly).

Sentiment

Score: 8

Explanation: The successful completion of the merger, coupled with a substantial $6.0 billion PIPE investment and a clear strategic vision from new leadership, indicates a strong positive outlook for the newly formed entity. The integration of Skydance's production and tech capabilities with Paramount's legacy assets is expected to drive future growth and shareholder value.

Positives

The merger creates a 'premier standalone global media and entertainment company,' combining extensive creative libraries and global distribution with Skydance's production expertise and technological capabilities.
Strategic investments will be leveraged to capitalize on identified synergies and streamline business operations, focusing on forward-thinking content creation and storytelling.
The new entity aims to provide value and stability for shareholders, supported by RedBird Capital's business-building and financial acumen.
New leadership, including David Ellison as Chairman and CEO, is expected to revitalize the enterprise with 'best-in-class leadership and tech-enabled innovation' for long-term success.
David Ellison's vision emphasizes honoring exceptional storytelling while modernizing content creation and delivery to support top creative talent and enhance audience experiences.
Gerry Cardinale expressed deep conviction in the value of world-class intellectual property and the potential for substantial growth by navigating technological changes and evolving consumer preferences.
The owner-operator model integrates technological sophistication with a talent-friendly passion for producing great original content, building on Skydance's established track record.

Negatives

The elections to receive Class B Cash Consideration were oversubscribed, resulting in a proration mechanism where only approximately 60.93% of elected shares were converted to cash.
Paramount Global's Class A and Class B Common Stock were delisted from Nasdaq, and trading was halted as of the close of business on August 6, 2025.
Paramount Global will file a Form 15 to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act, reducing public disclosure for the former entity.

Risks

Challenges realizing synergies and other anticipated benefits expected from the Transactions, including integrating the Companies' businesses successfully.
Risks related to Paramount's streaming business.
Adverse impact on Paramount'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, including cost increases.
The unpredictable nature of consumer behavior, as well as evolving technologies and distribution models.
Risks related to decisions to make investments in new businesses, products, services, and technologies, and the evolution of the business strategy.
The potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of content.
Damage to the Companies' reputation or brands.
Losses due to asset impairment charges for goodwill, intangible assets, FCC licenses, and content.
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.
Content infringement.
Domestic and global political, economic, and regulatory factors affecting the Companies' businesses generally, including tariffs and other changes in trade policies.
The inability to hire or retain executives, key employees, or secure creative talent, including following completion of the Transactions.
Disruptions to the Companies' operations as a result of labor disputes.
The dilution to the earnings per share of New Paramount which may negatively affect the price of New Paramount Class B Common Stock.
The Companies' continued incurrence of significant transaction and merger-related transaction costs in connection with the Transactions.
Business uncertainties, including the effect of the Transactions on the Companies' employees, commercial partners, clients and customers, and contractual restrictions.
Tax consequences of the Transactions.
Lawsuits relating to the Transactions.
The Transactions triggering change of control or other provisions in certain agreements which may allow third parties to terminate or alter existing contracts or relationships.
Changes and uncertainties with respect to taxes in the jurisdictions in which New Paramount will operate which may have an adverse effect on New Paramount's business.
Volatility in the price of New Paramount's Class B Common Stock.
Potential conflicts of interest arising from the ownership structure of New Paramount with a controlling stockholder.

Future Outlook

The newly combined entity, Paramount Skydance Corporation, aims to forge a new path in the entertainment industry by leveraging strategic investments, streamlining business operations, focusing on forward-thinking content creation, and embracing tech-enabled innovation to revitalize the enterprise for long-term success. The vision is to honor exceptional storytelling while modernizing content delivery, supporting creative talent, enhancing audience experiences, and creating sustainable shareholder value.

Management Comments

David Ellison, Chairman and CEO: "Today marks an exciting and pivotal moment as we prepare to bring Paramount's legacy as a Hollywood institution into the future of entertainment. My vision is to honor exceptional storytelling while modernizing how we make and deliver content to support the world's top creative talent, enhance experiences for audiences worldwide, and create sustainable value for our shareholders."
David Ellison: "It is truly an honor and a privilege to help lead this iconic brand into its next chapter. My experience at Skydance and across all levels of production has shown me what it takes to bring great stories to life – and just how powerful it is when visionary creators are supported by strong leadership and a clear mission. With a deep understanding of the industry and a strategic approach to growth, we will stay grounded in creative excellence, embrace cutting-edge innovation, and continue delivering the entertainment, news, and sports experiences that connect with audiences worldwide. Together, we have the opportunity not only to shape Paramount's future, but also to play a meaningful role in where our industry is headed – and we can't wait to get started."
Gerry Cardinale, Founder and Managing Partner of RedBird Capital: "Our investment in Paramount and long-term partnership with the Ellison family reflects our deep conviction in the value of world-class intellectual property and the potential to unlock substantial growth as these businesses navigate technological disintermediation and evolving consumer preferences. We've been collaborating with David Ellison for the last 15 years and made our first investment in Skydance in 2019. Over this period, we've seen the power of an owner-operator model that integrates technological sophistication with a talent-friendly passion for producing great original content."
Gerry Cardinale: "We have evaluated investing in this type of media and entertainment in Hollywood for the last 25 years, but it was only after our investment in Skydance that we began to develop tangible conviction around a performance-based approach to investing in diversified content production. The track record that David and the team at Skydance have established has prepared them for this opportunity, supported by our operating and investment team at RedBird. This is a transformative opportunity to embrace Paramount's 113-year-old legacy as one of the most iconic Hollywood institutions and help transition it for today's evolving technological landscape."

Industry Context

The merger of Paramount Global and Skydance Media into Paramount Skydance Corporation creates a new global media and entertainment company, positioning it to navigate technological disintermediation and evolving consumer preferences in the highly competitive and dynamic entertainment industry. The focus on integrating production expertise with technological capabilities and a performance-based investment approach aligns with broader industry trends towards diversified content production and direct-to-consumer models, aiming to revitalize a storied enterprise.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	NA	David Ellison	August 7, 2025	Appointment following merger completion.
President	NA	Jeffrey Shell	August 7, 2025	Appointment following merger completion.
Chief Strategy Officer and Chief Operating Officer	NA	Andrew Brandon-Gordon	August 7, 2025	Appointment following merger completion.
Interim Chief Financial Officer	NA	Andrew Warren	August 7, 2025	Appointment following merger completion.
Director	Caryn K. Groce	NA	August 7, 2025	Resignation from the Board.
Director	Katherine Gill-Charest	NA	August 7, 2025	Resignation from the Board.
Director	Andrew Warren	NA	August 7, 2025	Resignation from the Board.
Director	NA	David Ellison	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Jeffrey Shell	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Gerald Cardinale	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Andrew Brandon-Gordon	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Paul Marinelli	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Safra Catz	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	John L. Thornton	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Barbara Byrne	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Justin Hamill	August 7, 2025	Appointment to the Board following merger completion.
Director	NA	Sherry Lansing	August 7, 2025	Appointment to the Board following merger completion.
Chair of the Board	NA	David Ellison	August 7, 2025	Elected in accordance with the Transaction Agreement.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Size Increase	The Board approved an increase in its size from three to ten directors, effective as of the Closing.	August 7, 2025	Expands the governance structure, likely bringing diverse expertise and perspectives post-merger, aligning with the new ownership and strategic direction.
New Board Appointments	Ten new individuals were appointed to the Board, replacing the previous three-member board. David Ellison was elected as Chair of the Board.	August 7, 2025	Represents a significant overhaul of board composition, reflecting the new ownership structure and strategic leadership under David Ellison.
Independent Directors	Three of the ten current directors (Barbara Byrne, Justin Hamill, and Sherry Lansing) were determined to be independent within Nasdaq independence standards and applicable SEC rules, and were appointed to the Audit Committee.	August 7, 2025	Ensures compliance with listing standards for independent oversight, particularly for financial reporting and audit functions, which is crucial for investor confidence.
Committee Appointments	New members were designated and appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board.	August 7, 2025	Establishes new committee structures aligned with the post-merger corporate governance framework, supporting specialized oversight functions.
Voting Rights of Ellison Designees	Ellison Designees (David Ellison and Paul Marinelli) will each have a number of votes on any matter presented to the Board or any committee thereof equal to one more than the total number of directors on the Board or committee, respectively.	August 7, 2025	Grants significant control to Ellison-affiliated directors, reflecting the Ellison family's substantial ownership and strategic influence, potentially centralizing decision-making.
Termination of Former Paramount Governance Agreement	The governance agreement dated August 13, 2019, among Paramount, NAI, and other parties was terminated immediately prior to the Closing.	August 7, 2025	Removes previous governance restrictions, allowing the new ownership structure's control mechanisms to take precedence and streamline governance under the new entity.
Amended and Restated Certificate of Incorporation and Bylaws	Paramount Skydance Corporation amended and restated its Certificate of Incorporation and Bylaws in their entirety to reflect the changes contemplated by the Transaction Agreement, including the name change from New Pluto Global, Inc.	August 7, 2025	Formalizes the new corporate structure, name, and governance rules post-merger, providing a clear legal framework for the combined entity.
Code of Conduct Adoption	Paramount Skydance Corporation adopted a code of conduct that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.	August 7, 2025	Establishes ethical guidelines for key officers, promoting accountability and compliance within the new corporate structure.
DGCL Section 203 Opt-Out	The Corporation expressly elected not to be governed by Section 203 of the DGCL, which relates to business combinations and certain anti-takeover provisions.	August 7, 2025	Removes certain anti-takeover protections, potentially making future acquisitions easier but also reducing minority shareholder protection against hostile bids.
Corporate Opportunities Waiver	The Certificate of Incorporation includes provisions renouncing corporate opportunities for certain identified persons (Ellison, RedBird, and any Equity Investor and their Affiliates) unless expressly offered to them in their director capacity.	August 7, 2025	Allows key stakeholders and their affiliates to pursue business opportunities that might otherwise be considered corporate opportunities, potentially creating conflicts of interest but also enabling flexibility for these investors.
Exclusive Forum for Disputes	Designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain corporate disputes and the federal district courts of the United States as the exclusive forum for Securities Act claims.	August 7, 2025	Centralizes litigation in specific jurisdictions, potentially streamlining legal processes but limiting options for plaintiffs and potentially increasing costs for out-of-state litigants.

Related Party Transactions

Approximately $2.5 million (2024) and $2.8 million (2025 YTD) payable to Oracle Corporation by Skydance for cloud PaaS and IaaS products. Larry Ellison (David Ellison's father) is the founder, Chairman, and a major stockholder of Oracle Corporation.
Approximately $4.8 million (2024) and $12.0 million (2025 YTD) payable to SM Campus, LLC by Skydance pursuant to a lease agreement for Skydance's corporate headquarters. SM Campus, LLC is an entity owned and controlled by Larry Ellison.
Approximately $127 thousand (2024) and $17 thousand (2025 YTD) payable in aggregate to Wing and a Prayer, Incorporated and Glass Aviation, Inc. for chartered aircraft services. Wing and a Prayer, Incorporated is owned and controlled by Larry Ellison. Glass Aviation, Inc. is owned and controlled by David Ellison, who is also its CEO.

Stakeholder Impact

Shareholders: Former Paramount stockholders received cash or Class B Common Stock in the new entity. Class B Cash Consideration was oversubscribed, leading to proration. New Class B shares will trade on Nasdaq under PSKY. NAI and Ellison family have significant voting control, potentially influencing future strategic decisions.
Employees: Equity incentive plans (Paramount Global Amended and Restated Long-Term Incentive Plan, Viacom Inc. 2016 Long-Term Management Incentive Plan, etc.) were assumed by Paramount Skydance Corporation. A new 2025 Incentive Award Plan was adopted. Executive officers received substantial sign-on RSU awards and employment agreements, indicating a focus on retaining key talent.
Customers/Audiences: The merger aims to enhance experiences for audiences worldwide through modernized content creation and delivery, potentially leading to new and improved entertainment offerings.
Creditors: Paramount Skydance Corporation provided full and unconditional parent guarantees for Paramount's existing Indenture Debt and obligations under the Credit Agreement, potentially strengthening creditor positions by adding the new parent company's backing.
Management: A new executive team and board were appointed, with David Ellison as Chairman and CEO, Jeffrey Shell as President, and Andrew Brandon-Gordon as Chief Strategy Officer and COO, signaling a fresh strategic direction and leadership.

Next Steps

Paramount Skydance Corporation Class B shares will begin trading on the Nasdaq Stock Market LLC under the new ticker symbol PSKY.
Paramount Global's securities will be delisted from Nasdaq, and a Form 25 will be filed on August 7, 2025.
Paramount Global will file a Form 15 ten days after the Form 25 filing to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Paramount Skydance Corporation will file the required financial statements of the business acquired and pro forma financial information not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
The company will use reasonable best efforts to file a registration statement on Form S-1 or S-3 for resale of Registrable Securities within 71 calendar days following 4 business days after the date of the Registration Rights Agreement.

Key Dates

Date	Description
July 7, 2024	Date of the Transaction Agreement and Subscription Agreements.
August 1, 2024	Date of Amendment No. 4 to the Credit Agreement.
February 13, 2025	Paramount Skydance Corporation's Form S-4 registration statement declared effective by the SEC.
May 12, 2025	Date of Amendment No. 5 to the Credit Agreement.
August 1, 2025	Board approved an increase in the size of the Board from three to ten, effective as of the Closing.
August 6, 2025	Pre-Closing Paramount Merger completed; Paramount notified Nasdaq of its intent to delist its securities; trading in Paramount Class A and Class B Common Stock halted as of the close of business.
August 7, 2025	Closing Date of the Transactions; New Paramount Merger completed; Blocker Contribution and Exchange completed; Skydance Merger completed; NAI Transaction completed; PIPE Transaction completed; Paramount Skydance Corporation became the successor issuer; Warrant Agreement and Registration Rights Agreement entered into; Supplemental Indentures entered into; Borrower Joinder Agreement entered into; Indemnification Agreements entered into; Voting Agreement entered into; former Paramount Governance Agreement terminated; new directors appointed; new executive officers appointed; Director RSUs granted; 2025 Incentive Award Plan adopted; Non-Employee Director Compensation Program adopted; Certificate of Incorporation and Bylaws amended and restated; press release issued.

Recommendation

hold

The merger of Paramount Global and Skydance Media into Paramount Skydance Corporation, backed by a $6.0 billion PIPE investment, marks a significant strategic shift. The new leadership, led by David Ellison, aims to revitalize the company through innovative content creation and streamlined operations. While the strategic rationale and capital injection are positive, the integration of two large media entities carries inherent execution risks. The oversubscription of cash elections for former Class B shareholders and the delisting of old Paramount shares are notable. Investors should monitor the company's ability to realize anticipated synergies, manage integration complexities, and demonstrate tangible progress in its new strategic direction before committing to a 'buy' or 'sell' position. The current environment warrants a cautious 'hold' to assess the initial performance of the combined entity under its new governance.

Keywords

Media, Entertainment, Merger, Skydance, Paramount, Corporate Governance, Financial Reporting, Risk Management, Strategic Analysis, Nasdaq, PSKY, Class B Common Stock, Private Placement, Warrants, Content Creation, Streaming, Film, Television, Digital Media

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