Paramount Global & SkyDance Merger

August 7, 2025: Skydance Media and Paramount Global today announced the completion of their merger, creating a premier standalone global media and entertainment company, Paramount, a Skydance Corporation ("Paramount"). Paramount Class B shares will begin trading today on the Nasdaq Stock Market LLC under the new ticker symbol "PSKY." An Open Letter from David Ellison is also available at www.paramount.com/news. 

• Source: Paramount Global Investor Relations

• Linked here

Per the filing provided by the company, the terms are as follows. Prospectus linked here.

• Holders who surrender their shares in exchange for soley cash should report a gain or loss.

• Holders who surrender their shares in exchange for soley stock should not report a gain or loss.

• Holders who surrender their shares in exchange for both cash and stock should only report a gain.

The Receipt of New Paramount Common Stock in the Transactions

The surrender by a U.S. Holder of the shares of Paramount common stock in exchange for shares of New Paramount common stock pursuant to the Transactions, taken together, are intended to qualify as a non-recognition transaction pursuant to Section 351(a) of the Code. However, the provisions of Section 351(a) of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur (including events or actions following the Transactions) that are beyond the control of Paramount, New Paramount or any other party to the Transaction Agreement.

Provided that the Transactions, taken together, qualify as an exchange pursuant to Section 351(a) of the Code, a U.S. Holder that exchanges shares of Paramount common stock in exchange for shares of New Paramount common stock as a result of its election to receive Class A Stock Consideration or Class B Stock Consideration should not recognize any gain or loss with respect to such exchange. The aggregate adjusted tax basis of the shares of New Paramount common stock received by a U.S. Holder in the Transactions should be equal to the aggregate adjusted tax basis of the shares of Paramount common stock surrendered by such U.S. Holder in the Transactions. In addition, the holding period of such New Paramount common stock should include the period during which the shares of Paramount common stock, surrendered in the Transactions, were held by such U.S. Holder.

The Receipt of Cash in the Transactions

If a U.S. Holder receives a combination of cash and New Paramount common stock in exchange for its shares of Paramount common stock, or if such U.S. Holder receives solely cash (in each case, by reason of such U.S. Holder’s election to receive Class A Cash Consideration or Class B Cash Consideration, and subject to any proration mechanism), then to the extent cash is received by such U.S. Holder, such U.S. Holder should generally be treated as selling its Paramount common stock, resulting in the recognition of capital gain equal to the difference between the sum of cash received and the U.S. Holder’s adjusted tax basis in the shares of Paramount common stock being exchanged for cash. Any such capital gain generally will be long-term capital gain if the U.S. Holder’s holding period in the shares of Paramount common stock exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses realized by a U.S. Holder on a taxable sale or exchange of Paramount common stock is subject to certain limitations.