Skydance Corporation

- 2 - Financing The Company expects to utilize a combination of equity financing and committed debt financing to fund the Acquisition.

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

In addition, the Company entered into committed debt financing arrangements, including the Pro Rata Credit Agreement, which provides for (i) $2.5 billion of three-year Term A-1 loans (“Term A-1 Loan Facility”), (ii) $2.5 billion of five-year Term A-2 loans (“Term A-2 Loan Facility”) and (iii) $5.0 billion of five-year revolving credit commitments, as well as a $49.0 billion 364-day senior secured bridge term loan facility (the “Bridge Commitments”).

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

Such financing, together with borrowings under the Pro Rata Credit Agreement, is expected to comprise the Company’s post-closing capital structure and be incurred in the form of first lien and second lien indebtedness, including term loan borrowings and secured notes (collectively, the “Acquisition Financing Transactions”).

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

The unaudited pro forma condensed combined financial statements reflect the assumed issuance of the New Permanent Financing and do not assume any borrowings under the Bridge Commitments.

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

The Acquisition Financing Transactions are currently expected to include a combination of senior term loans and secured debt securities, in an amount up to $51.9 billion (the “New Permanent Financing”), in addition to the $5.0 billion of Term A loans under the Pro Rata Credit Agreement.

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

The Company intends to access the capital markets through one or more financings to effect these transactions and reduce or replace any remaining Bridge Commitments, either prior to the consummation of the Acquisition, or following the consummation of the Acquisition on the basis of the entry into the 364-day senior secured bridge term loan facility (the “364-day Bridge Loan Facility”) pursuant to the Bridge Commitments.

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

The Second Lien Secured Exchange Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by certain of the Company’s wholly owned domestic subsidiaries that are an obligor under the Pro Rata Credit Agreement, subject to certain customary exceptions, and will be secured, subject to certain limitations and exceptions and customary permitted liens, on a second priority basis, equally and ratably with all party lien indebtedness of the Company and related guarantors.

SEC original ↗Skydance Corporation — Earnings release (8-K exhibit)EX-99Jul 31, 2026

Restructuring Charges During the second quarter of 2026 , we recorded restructuring severance costs of $ 35 million associated with changes in management and aligning the business around our strategic priorities following the Skydance Transactions, including costs related to a plan under which severance payments are being provided to certain eligible employees who voluntarily elected to participate .

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026

Restructuring charges for the three and six months ended June 30, 2025 included severance costs of $ 177 million associated with strategic changes in our global workforce in order to streamline our organization.

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026

In addition, during the six months ended June 30, 2025 , we recorded exit costs of $ 65 million , primarily for the impairment of lease assets that we ceased use of in connection with initiatives to reduce our real estate footprint .

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026

In the second quarter of 2026, we entered into a three -year agreement with RedBird Development Group LLC ( RedBird Development ), an affiliate of RedBird, for media strategy and operations transformation services related to branded media initiatives.

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026

The anticipated closing of the WBD Merger has been delayed as a result of a lawsuit, with the parties agreeing to postpone closing until the earlier of five days following the court s ruling or June 1, 2027.

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026

(h) The estimated fair value of Paramount Global s contingent liabilities as of August 7, 2025 was $ 1.6 billion , which relates to the defense and settlement of lawsuits claiming various personal injuries related to exposure to asbestos as well as claims from federal and state environmental regulatory agencies and other entities asserting liability for environmental cleanup costs and related damages (see Claims Related to Former Businesses in Note 14 ) and other legal contingencies .

SEC original ↗Skydance Corporation — 10-Q Quarterly report10-QAug 4, 2026