August 7, 2025 · Form 4 insider transaction
Cardinale Gerald J. bought 45,000,000 shares of Paramount Skydance Corporation Class B Common Stock, a transaction worth N/A. The trade was recorded as open-market purchase and disclosed on an SEC Form 4, filed 4 days after the transaction.
The exercise price and number of underlying shares of Class B Common Stock of each warrant are subject to anti-dilution adjustments pursuant to the Warrant Agreement, dated as of August 7, 2025 (the "Warrant Agreement"), by and between RB Tentpole Holdings LP and the Issuer, as filed with the Securities and Exchange Commission on August 7, 2025.; On July 30, 2025, pursuant to the terms and conditions of the Assignment Agreement, dated as of July 30, 2025, by and between RB Tentpole LP and RB Tentpole Holdings LP, RB Tentpole LP assigned its rights under the Subscription Agreement (as amended, the "Subscription Agreement"), dated as of July 7, 2024, by and among Paramount Global ("Old Paramount"), New Pluto Global, Inc. ("New Paramount") and RB Tentpole LP, to RB Tentpole Holdings LP. On August 7, 2025 (the "Closing Date"), the previously announced private placement investment contemplated by the Subscription Agreement was completed. Pursuant to the terms of the Subscription Agreement, RB Tentpole Holdings LP acquired 83,640,992 shares of the Class B Common Stock of New Paramount ("Class B Common Stock") and warrants to acquire 45,000,000 shares of Class B Common Stock in exchange for aggregate consideration of $1,254,614,880 (the "PIPE Purchase").; In connection with the foregoing and the closing of the Transactions (as defined below), New Paramount changed its name to Paramount Skydance Corporation (the "Issuer").; The shares of Class B Common Stock and warrants to acquire shares of Class B Common Stock acquired in connection with the PIPE Purchase are held directly by RB Tentpole Holdings LP. Mr. Cardinale is the sole limited partner of and the sole member of the general partner of RedBird Capital Partners L.P. RedBird Capital Partners L.P. is the general partner of RedBird Holdings Carry Vehicle LP, which is a member of RedBird Capital Partners Holdings LLC. RedBird Capital Partners Holdings LLC is the sole member of RB Tentpole GenPar LLC, which is the general partner of RB Tentpole Holdings LP. Mr. Cardinale also indirectly owns a limited partner interest in RB Tentpole LP, the sole member of RB Tentpole Holdings LP.; As a result of the aforementioned relationships in Footnote 3, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Tentpole Holdings LP. Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein.; Pursuant to a contractual incentive arrangement between RedBird Tentpole Warrants, L.P. and RB Tentpole LP, RedBird Tentpole Warrants, L.P. is entitled to receive a portion of the 45,000,000 warrants to purchase Class B Common Stock currently directly held by RB Tentpole Holdings LP if and when the market price of the Class B Common Stock exceeds $30.50 per share at market close, subject to certain adjustments described in the Warrant Agreement.