Technology
Globant Reports 2025 First Quarter Financial Results
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1 year agoon
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First quarter revenues of $611.1 million, up 7.0% year-over-yearIFRS Diluted EPS of $0.68 for the first quarter Non-IFRS Adjusted Diluted EPS of $1.50 for the first quarter
LUXEMBOURG, May 15, 2025 /PRNewswire/ — Globant (NYSE: GLOB), a digitally native company focused on reinventing businesses through innovative technology solutions, today announced results for the three months ended March 31, 2025.
Please see highlights below. Note that reconciliations between IFRS and Non-IFRS financial measures are disclosed at the end of this press release.
First Quarter 2025 Financial Highlights
Revenues rose to $611.1 million, representing 7.0% year-over-year growth.IFRS Gross Profit Margin was 34.9% compared to 35.4% in the first quarter of 2024.Non-IFRS Adjusted Gross Profit Margin was 38.0% compared to 38.0% in the first quarter of 2024.IFRS Profit from Operations Margin was 8.2% compared to 8.4% in the first quarter of 2024.Non-IFRS Adjusted Profit from Operations Margin was 14.8% compared to 15.0% in the first quarter of 2024.IFRS Diluted EPS was $0.68 compared to $1.02 in the first quarter of 2024.Non-IFRS Adjusted Diluted EPS was $1.50 compared to $1.53 in the first quarter of 2024.
Other Metrics as of and for the quarter ended March 31, 2025
Cash and cash equivalents and Short-term investments were $120.2 million as of March 31, 2025. As of March 31, 2025, we had a total amount of $285.0 million drawn from our credit facility.Globant completed the first quarter of 2025 with 31,102 Globers, 29,022 of whom were technology, design and innovation professionals.The geographic revenue breakdown for the first quarter of 2025 was as follows: 55.5% from North America (top country: US), 19.6% from Latin America (top country: Argentina), 18.2% from Europe (top country: Spain) and 6.7% from New Markets[1] (top country: Saudi Arabia).Globant’s top customer, top five customers and top ten customers for the first quarter of 2025 represented 8.8%, 20.0% and 29.1% of revenues, respectively.During the twelve months ended March 31, 2025, Globant served a total of 1,004 customers (with revenues over $100,000 in the last twelve months) and continued to increase its wallet share, with 341 accounts generating more than $1 million of annual revenues, compared to 318 for the same period one year ago.In terms of currencies, 67.2% of Globant’s revenues for the first quarter of 2025 were denominated in US dollars.
“Globant’s spirit of building and reinvention is stronger than ever. We are largely focused on AI-related opportunities, and assisting our clients in transforming their respective businesses and leveraging technology to drive growth and competitive advantages. Our comprehensive growth strategy unites our 100-squared client-centric vision with our industry-specialized AI Studios and subscription model. This strategy is powered by our AI Pods and the Globant Enterprise AI platform, which we believe positions Globant as the only player in the industry with such a comprehensive offering. With a robust pipeline and expected sequential growth for Q2, we are not just navigating the future; as builders, we are actively creating it, reaffirming our commitment to lead the next wave of technological transformation,” said Martín Migoya, Globant’s CEO and co-founder.
“Globant reported Q1 2025 revenues of $611.1 million, a 7% year-over-year growth. In a complex macroeconomic environment that impacted spending from our customers, we delivered healthy margins and profitability, with adjusted diluted EPS of $1.50. Moving forward, while we must navigate the uncertainties of the current global economic environment, we will continue to be laser focused on margins, cash flow and capital allocation, ensuring Globant delivers shareholder value while capitalizing on future growth opportunities,” explained Juan Urthiague, Globant’s CFO.
2025 Second Quarter and Full Year Outlook
Based on current market conditions, Globant is providing the following estimates for the second quarter and the full year of 2025:
Second quarter 2025 Revenues are estimated to be at least $612.0 million, or 4.2% year-over-year growth. This expected growth includes a neutral FX impact.Second quarter 2025 Non-IFRS Adjusted Profit from Operations Margin is estimated to be at least 15.0%.Second quarter 2025 Non-IFRS Adjusted Diluted EPS is estimated to be at least $1.52 (assuming an average of 45.7 million diluted shares outstanding during the second quarter).Fiscal year 2025 Revenues are estimated to be at least $2,464.0 million, implying at least 2.0% year-over-year revenue growth. This expected growth includes a neutral FX impact.Fiscal year 2025 Non-IFRS Adjusted Profit from Operations Margin is estimated to be at least 15.0%.Fiscal year 2025 Non-IFRS Adjusted Diluted EPS is estimated to be at least $6.10 (assuming an average of 45.8 million diluted shares outstanding during 2025).
Shareholder Letter, Conference Call and Webcast
A shareholder letter will be available on the Investor Relations section of Globant’s website. Martin Migoya, Globant’s Chief Executive Officer & co-founder, and Juan Urthiague, Chief Financial Officer, will discuss the results in a video conference call beginning at 4:30 pm ET. This will be followed by a live Q&A session where they will be joined by Patricia Pomies, Chief Operating Officer; and Diego Tártara, Chief Technology Officer.
Video conference call access information is:
https://more.globant.com/F1Q25EarningsCall
Webcast http://investors.globant.com/
About Globant (NYSE:GLOB)
At Globant, we create the digitally-native products that people love. We bridge the gap between businesses and consumers through technology and creativity, leveraging our expertise in AI. We dare to digitally transform organizations and strive to delight their customers.
We have more than 31,100 employees and we are present in more than 30 countries across 5 continents working for companies like Google, Electronic Arts and Santander, among others.
We were named a Worldwide Leader in CX Improvement by IDC MarketScape report. We were also featured as a business case study at Harvard, MIT and Stanford. We are a member of the Cybersecurity Tech Accord.
For more information, please visit www.globant.com
Non-IFRS Financial Measures
While the financial figures included in this press release have been computed in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”), this announcement does not contain sufficient information to constitute an interim financial report as defined in International Accounting Standards 34, “Interim Financial Reporting” or a financial statement as defined by International Accounting Standards 1 “Presentation of Financial Statements”. The financial information in this press release has not been audited.
Globant provides non-IFRS financial measures in addition to reported IFRS results prepared in accordance with IFRS Accounting Standards. Management believes these measures help illustrate underlying trends in the company’s business and uses the non-IFRS financial measures to establish budgets and operational goals, communicated internally and externally, for managing the company’s business and evaluating its performance. The company anticipates that it will continue to report both IFRS and certain non-IFRS financial measures in its financial results, including non-IFRS measures that exclude share-based compensation expense, depreciation and amortization, acquisition-related charges, and the related effect on income taxes of the pre-tax adjustments. Because the company’s non-IFRS financial measures are not calculated according to IFRS, these measures are not comparable to IFRS and may not necessarily be comparable to similarly described non-IFRS measures reported by other companies within the company’s industry. Consequently, Globant’s non-IFRS financial measures should not be evaluated in isolation or supplant comparable IFRS measures, but, rather, should be considered together with its condensed interim consolidated statements of financial position as of March 31, 2025 and December 31, 2024 and its condensed interim consolidated statements of comprehensive income for the three months ended March 31, 2025 and 2024, prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”.
Globant is not providing a quantitative reconciliation of forward-looking Non-IFRS Adjusted Profit from Operations Margin or Non-IFRS Adjusted Diluted EPS to the most directly comparable IFRS measure because it is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, share-based compensation expense, acquisition-related charges, and the tax effect of non-IFRS adjustments. These items are uncertain, depend on various factors, and could have a material impact on IFRS reported results for the guidance period.
Forward Looking Statements
In addition to historical information, this release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements regarding our future financial and operating performance, including our outlook and guidance, and our strategies, priorities and business plans. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could impact our actual results include: our ability to maintain current resource utilization rates and productivity levels; our ability to manage attrition and attract and retain highly-skilled IT professionals; our ability to accurately price our client contracts; our ability to achieve our anticipated growth; our ability to effectively manage our rapid growth; our ability to retain our senior management team and other key employees; our ability to continue to innovate and remain at the forefront of emerging technologies and related market trends; our ability to retain our business relationships and client contracts; our ability to manage the impact of global adverse economic conditions; our ability to manage uncertainty concerning the instability in the current economic, political and social environment in Latin America; and other factors discussed under the heading “Risk Factors” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission and any other risk factors we include in subsequent reports on Form 6-K.
Because of these uncertainties, you should not make any investment decisions based on our estimates and forward-looking statements. Except as required by law, we undertake no obligation to publicly update any forward-looking statements for any reason after the date of this press release whether as a result of new information, future events or otherwise.
Globant S.A.
Condensed Interim Consolidated Statements of Comprehensive Income
(In thousands of U.S. dollars, except per share amounts, unaudited)
Three Months Ended
March 31, 2025
March 31, 2024
Revenues
611,085
571,078
Cost of revenues
(397,855)
(368,857)
Gross profit
213,230
202,221
Selling, general and administrative expenses
(161,695)
(152,114)
Net impairment losses on financial assets
(1,679)
(2,165)
Profit from operations
49,856
47,942
Finance income
945
1,125
Finance expense
(9,627)
(7,269)
Other financial results, net
1,100
5,074
Financial results, net
(7,582)
(1,070)
Share of results of investment in associates
(17)
(14)
Other income and expenses, net
(3,271)
10,011
Profit before income tax
38,986
56,869
Income tax
(8,491)
(12,940)
Net income for the period
30,495
43,929
Other comprehensive income, net of income tax effects
Items that may be reclassified subsequently to profit and loss:
– Exchange differences on translating foreign operations
29,089
(18,608)
– Net change in fair value on financial assets measured at FVOCI
—
125
– Gains and losses on cash flow hedges
10,158
(8,755)
Total comprehensive income for the period
69,742
16,691
Net income attributable to:
Owners of the Company
30,635
45,060
Non-controlling interest
(140)
(1,131)
Net income for the period
30,495
43,929
Total comprehensive income for the period attributable to:
Owners of the Company
67,724
19,009
Non-controlling interest
2,018
(2,318)
Total comprehensive income for the period
69,742
16,691
Earnings per share
Basic
0.70
1.05
Diluted
0.68
1.02
Weighted average of outstanding shares (in thousands)
Basic
44,057
43,103
Diluted
45,182
44,071
Globant S.A.
Condensed Interim Consolidated Statements of Financial Position as of March 31, 2025 and December 31, 2024
(In thousands of U.S. dollars, unaudited)
March 31, 2025
December 31, 2024
ASSETS
Current assets
Cash and cash equivalents
114,004
142,093
Investments
6,151
13,992
Trade receivables
633,205
605,002
Other assets
41,729
20,420
Other receivables
73,034
53,939
Other financial assets
7,427
3,100
Total current assets
875,550
838,546
Non-current assets
Investments
2,304
2,212
Other assets
3,510
4,750
Other receivables
35,407
40,784
Deferred tax assets
83,966
80,811
Investment in associates
1,631
1,648
Other financial assets
43,956
41,403
Property and equipment
150,841
154,755
Intangible assets
346,485
356,694
Right-of-use assets
117,497
122,884
Goodwill
1,579,866
1,553,796
Total non-current assets
2,365,463
2,359,737
TOTAL ASSETS
3,241,013
3,198,283
LIABILITIES
Current liabilities
Trade payables
104,854
114,743
Payroll and social security taxes payable
241,609
239,440
Borrowings
1,393
1,601
Other financial liabilities
159,495
163,027
Lease liabilities
27,474
29,736
Tax liabilities
20,631
36,916
Income tax payable
3,873
6,520
Other liabilities
468
231
Total current liabilities
559,797
592,214
Non-current liabilities
Trade payables
2,925
2,006
Borrowings
285,768
290,935
Other financial liabilities
115,077
132,300
Lease liabilities
87,475
87,887
Deferred tax liabilities
28,989
29,611
Income tax payable
12,949
6,625
Payroll and social security taxes payable
3,742
5,187
Provisions for contingencies
22,200
18,169
Total non-current liabilities
559,125
572,720
TOTAL LIABILITIES
1,118,922
1,164,934
Capital and reserves
Issued capital
52,914
52,837
Additional paid-in capital
1,211,952
1,193,029
Other reserves
(107,667)
(144,756)
Retained earnings
893,456
862,821
Total equity attributable to owners of the Company
2,050,655
1,963,931
Non-controlling interests
71,436
69,418
Total equity
2,122,091
2,033,349
TOTAL EQUITY AND LIABILITIES
3,241,013
3,198,283
Globant S.A.
Selected Cash Flow Data
(In thousands of U.S. dollars, unaudited)
Three Months Ended
March 31, 2025
March 31, 2024
Net Income for the period
30,495
43,929
Non-cash adjustments, taxes and others
73,625
54,902
Changes in working capital
(88,429)
(88,131)
Cash flows from operating activities
15,691
10,700
Capital expenditures
(21,405)
(15,537)
Cash flows from investing activities
(26,489)
(16,920)
Cash flows from financing activities
(16,980)
(75,326)
Net increase/decrease in cash & cash equivalents
(27,778)
(81,546)
Globant S.A.
Supplemental Non-IFRS Financial Information
(In thousands of U.S. dollars, unaudited)
Three Months Ended
March 31, 2025
March 31, 2024
Reconciliation of adjusted gross profit
Gross profit
213,230
202,221
Depreciation and amortization expense
11,156
7,433
Share-based compensation expense – Equity settled
7,690
7,142
Adjusted gross profit
232,076
216,796
Adjusted gross profit margin
38.0 %
38.0 %
Reconciliation of selling, general and administrative expenses
Selling, general and administrative expenses
(161,695)
(152,114)
Depreciation and amortization expense
29,655
25,065
Share-based compensation expense – Equity settled
13,385
12,315
Acquisition-related charges (a)
6,567
9,598
Adjusted selling, general and administrative expenses
(112,088)
(105,136)
Adjusted selling, general and administrative expenses as % of revenues
(18.3) %
(18.4) %
Reconciliation of adjusted profit from operations
Profit from operations
49,856
47,942
Share-based compensation expense – Equity settled
21,075
19,457
Acquisition-related charges (a)
19,605
18,144
Adjusted profit from operations
90,536
85,543
Adjusted profit from operations margin
14.8 %
15.0 %
Reconciliation of net income for the period
Net income for the period
30,635
45,060
Share-based compensation expense – Equity settled
21,019
19,349
Acquisition-related charges (a)
27,957
9,940
Tax effect of non-IFRS adjustments
(11,776)
(6,804)
Adjusted net income
67,835
67,545
Adjusted net income margin
11.1 %
11.8 %
Calculation of adjusted diluted EPS
Adjusted net income
67,835
67,545
Diluted shares
45,182
44,071
Adjusted diluted EPS
1.50
1.53
(a) Acquisition-related charges include, when applicable, amortization of purchased intangible assets included in depreciation and amortization expense line on our consolidated statements of comprehensive income, interest charges on acquisition-related indebtedness, external deal costs, acquisition-related retention bonuses, integration costs, changes in the fair value of contingent consideration liabilities, and other acquisition-related costs. We cannot provide acquisition-related charges on a forward-looking basis without unreasonable effort as such charges may fluctuate based on the timing, size, and complexity of future acquisitions as well as other uncertainty inherent in mergers and acquisitions.
Globant S.A.
Schedule of Supplemental Information (unaudited)
Metrics
Q1 2024
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Total Employees
28,991
29,112
29,998
31,280
31,102
IT Professionals
26,933
27,133
27,927
29,198
29,022
North America Revenues %
56.0
56.3
55.7
55.2
55.5
Latin America Revenues %
22.9
23.0
21.8
20.4
19.6
Europe Revenues %
17.2
16.9
17.6
17.7
18.2
New Markets Revenues %
3.9
3.8
4.9
6.7
6.7
USD Revenues %
68.4
67.1
66.6
64.8
67.2
Other Currencies Revenues %
31.6
32.9
33.4
35.2
32.8
Top Customer %
8.3
8.3
9.1
9.1
8.8
Top 5 Customers %
21.8
21.0
21.0
19.8
20.0
Top 10 Customers %
30.1
30.3
30.1
29.3
29.1
Customers Served (Last Twelve Months)*
955
958
969
1,012
1,004
Customers with >$1M in Revenues (Last Twelve Months)
318
329
331
346
341
(*) Represents customers with more than $100,000 in revenues in the last twelve months.
1 Represents Asia, Oceania and the Middle East.
Investor Relations Contact:
Arturo Langa, Globant
investors@globant.com
+1 (877) 215-5230
Media Contact:
Gregorio Lascano, Globant
pr@globant.com
+1 (877) 215-5230
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SOURCE Globant
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Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers
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July 24, 2026By
LOS ANGELES and NEW YORK, July 24, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by Paramount.
The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the “Acquisition”) by Paramount of Warner Bros. Discovery, Inc. (“WBD”). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.
As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.
Information about each series of Offer Notes eligible to participate in the Offers is summarized below.
Type of Offer
Offer Notes to be Tendered
or Exchanged, as
Applicable
Issuer of Offer Notes
CUSIP No. / Common Code
/ ISIN Eligible to
Participate in the Offers (1)
Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)
Tender Offer
3.950% Senior Notes due 2028
DCL Issuer
25470D CP2
US25470DCP24
$1,234,458,000
Exchange Offer
4.125% Senior Notes due 2029
DCL Issuer
25470D CQ0
US25470DCQ07
$655,825,000
Exchange Offer
3.625% Senior Notes due 2030
DCL Issuer
25470D CR8
US25470DCR89
$914,183,000
Exchange Offer
5.000% Senior Notes due 2037
DCL Issuer
25470D CS6
US25470DCS62
$453,281,000
Exchange Offer
6.350% Senior Notes due 2040
DCL Issuer
25470D CT4
US25470DCT46
$438,102,000
Exchange Offer
4.950% Senior Notes due 2042
DCL Issuer
25470D CU1
US25470DCU19
$130,366,000
Exchange Offer
4.875% Senior Notes due 2043
DCL Issuer
25470D V91 CV9US25470DC
$141,584,000
Exchange Offer
5.200% Senior Notes due 2047
DCL Issuer
25470D W74 CW7US25470DC
$3,161,000
Exchange Offer
5.300% Senior Notes due 2049
DCL Issuer
25470D X57 CX5US25470DC
$247,860,000
Tender Offer
3.755% Senior Notes due 2027
DGH Issuer
254948 AH5
US254948AH58
254948 AN2
US254948AN27
U25483 AA3
USU25483AA38
$1,189,336,000
Exchange Offer
4.054% Senior Notes due 2029
DGH Issuer
254948 AJ1
US254948AJ15
254948 AP7
US254948AP74
U25483 AB1
USU25483AB11
$1,353,828,000
Exchange Offer
4.279% Senior Notes due 2032
DGH Issuer
254948 AK8
US254948AK87
254948 AQ5
US254948AQ57
$2,691,764,000
Exchange Offer
5.050% Senior Notes due 2042
DGH Issuer
254948 AL6
US254948AL60
254948 AR3
US254948AR31
U25483 AD7
USU25483AD76
$4,104,687,000
Exchange Offer
5.141% Senior Notes due 2052
DGH Issuer
254948 AM4
US254948AM44
254948 AS1
US254948AS14
$949,883,000
Exchange Offer
4.302% Senior Notes due 2030
DGH Issuer
XS3393993285
339399328
€234,382,000
Exchange Offer
4.693% Senior Notes due 2033
DGH Issuer
XS3393994507
339399450
€316,641,000
1
No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.
2
Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.
The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.
General
Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount’s sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.
The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder’s Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.
Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.
Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the “Dealer Managers”) for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.
PSKY-IR
Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the “Combined Company”); the adverse impact on the Combined Company’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; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company’s decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company’s content; damage to the Combined Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; 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; challenges in protecting and maintaining the Combined Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company’s business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
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SOURCE Paramount Skydance Corporation
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