8-K12B
filed August 7, 2025, 7:59 PM ET
ticker PSKY
CIK 0002041610
M&A
confidence high
sentiment neutral
materiality 1.00
Paramount Skydance Corp (PSKY): M&A transaction — Paramount Skydance closes merger with Skydance, $6B PIPE; PSKY lists on Nasdaq
Paramount Skydance Corp
- On Aug 7, 2025, merger closed; Paramount shareholders received $23/sh or 1.5333 PSKY shares (Class A) or $15/sh cash or stock (Class B).
- NAI Equity Investors (Pinnacle/RedBird) bought NAI and, with a Skydance affiliate, invested $6B for 400M PSKY shares at $15/sh and 200M warrants at $30.50.
- Paramount Skydance (ticker PSKY) is successor issuer; Class B Common Stock trades on Nasdaq. Former Paramount governance agreement terminated.
- Class B cash elections were oversubscribed; proration applied so ~60.9% of electing shares received $15/sh cash, remainder stock.
- Post-closing, 1.064B Class B shares outstanding; NAI holds all 31.5M Class A shares (not listed).
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Paramount Skydance Corp incurred guarantee with U.S. Bank Trust Company, National Association.
- Instrument
- guarantee
- Counterparty
- U.S. Bank Trust Company, National Association
- Event
- incurrence
Exact text from the filing
Paramount Skydance Corporation also entered into a guarantee agreement with U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as issuing and paying agent, providing for a full and unconditional parent guarantee by Paramount Skydance Corporation of Paramount’s obligations with respect to any commercial paper borrowings incurred pursuant to Paramount’s commercial paper program.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Paramount Skydance Corp: Adopted a code of conduct applicable to principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions (effective 2025-08-07).
- Change
- code of ethics
- Effective
- 2025-08-07
Exact text from the filing
On the date of the Closing, 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 and that relates to elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Paramount Skydance Corp: Amended and restated certificate of incorporation, including name change from New Pluto Global, Inc. to Paramount Skydance Corporation (effective 2025-08-07).
- Change
- charter amendment
- Effective
- 2025-08-07
Exact text from the filing
On August 7, 2025, in connection with the Closing and pursuant to the Transaction Agreement, Paramount Skydance Corporation amended and restated its Certificate of Incorporation and its Bylaws in their entirety to reflect the changes contemplated by the Transaction Agreement, described in the Information Statement/Prospectus, including to change its name from “New Pluto Global, Inc.” to “Paramount Skydance Corporation”.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Paramount Skydance Corp: Amended and restated bylaws in their entirety (effective 2025-08-07).
- Change
- bylaw amendment
- Effective
- 2025-08-07
Exact text from the filing
On August 7, 2025, in connection with the Closing and pursuant to the Transaction Agreement, Paramount Skydance Corporation amended and restated its Certificate of Incorporation and its Bylaws in their entirety to reflect the changes contemplated by the Transaction Agreement, described in the Information Statement/Prospectus, including to change its name from “New Pluto Global, Inc.” to “Paramount Skydance Corporation”.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Paramount Skydance Corp underwent a change of control involving Paramount Global, Skydance Media, LLC (closed 2025-08-07).
- Action
- change of control
- Counterparty
- Paramount Global, Skydance Media, LLC
- Closing
- 2025-08-07
Exact text from the filing
completed the previously announced business combination contemplated by the Transaction Agreement, dated as of July 7, 2024
View on SEC.gov
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