SKYDSkydance Corporation

Here, in the Questions and Answers section, and Summary section, revise as appropriate to highlight that the holders of the New Paramount Class A shares will be entitled to one vote and that the holders of the New Paramount Class B shares will have no voting rights.

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In addition, revise your risk factor disclosure to address the risks associated with a dual class capital structure and management's voting control of the company and that a dual-class structure may render your shares ineligible for inclusion in certain stock market indices, and thus adversely affect share price and liquidity, and may adversely affect public sentiment.

to the Staff’s comment, the Company has revised its disclosure on the cover page and pages 8, 17, 29, 96, 97, 98, 297 and 298 to highlight that the holders of the New Paramount Class A shares will be entitled to one vote per share and that the holders of the New Paramount

Class B shares will have no voting rights.

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The Company has also revised its disclosure on page 79, in response to the Staff’s comment, to address the risks associated with a dual-class structure and management’s voting control of the

Company and that a dual-class structure may render shares ineligible for inclusion in certain stock market indices, and thus adversely affect share price and liquidity, and may adversely affect public sentiment.

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We note that "Entities controlled by the Ellison family will hold approximately 77.5% of the New Paramount Class A common stock indirectly through their collective approximate 77.5% ownership interest in NAI." Expand your discussion to highlight that you intend to rely on the controlled company exemption under the Nasdaq corporate governance standards.

to the Staff’s comment, the Company has revised its disclosure on the cover and pages 17, 30 and 97.

Questions and Answers about the Transactions, Q: Why did the Paramount Board form a special committee of independent directors?, page 9 Read in the reply ↗

We note your disclosure about how the interests of the directors and officers of Paramount in the transactions may differ from the interests of Paramount shareholders. Please expand your disclosure here and in your risk factors to summarize the interests, how those interest may differ from shareholders, and identify any resulting risks.

to the Staff’s comment, the Company has revised its disclosure on pages 17, 18, and 54. Read in the reply ↗

Please revise your corporate structure chart to reflect the ownership and aggregate voting rights held for each of the entities listed, as applicable. Please also indicate the percentages held by the Ellison and Redstone families.

to the Staff’s comment, the Company has revised its disclosure on pages 27, 28, 94 and 95. Read in the reply ↗

We note that this transaction would constitute the initial public offering of the combined company’s equity securities. As such, please add a risk factor highlighting the risks of going public through a merger rather than an underwritten offering.

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These risks may include the absence of due diligence conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

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Staff’s comment, the Company has revised its disclosure on pages 86 and 87. Read in the reply ↗

With respect to the Paramount and Skydance prospective financial information, revise to disclose and quantify each material assumption underlying the projections. Clearly describe the basis for projecting this growth and the factors or contingencies that would affect such growth ultimately materializing.

to the Staff’s comment, the Company has revised its disclosure on pages 154, 155, 156, 157 and 158. Read in the reply ↗

Please clarify your disclosure and explain to us the basis for your conclusion that at the time of the merger, both Skydance and Paramount will be under common control. Please identify for us the members of the Ellison family and explain the family relationships. Also, with respect to each family member, indicate their respective ownership interests in both Skydance and NAI.

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If applicable, disclose if control rests with immediate family members or if there is contemporaneous written evidence of an agreement to vote a majority of the entities' shares in concert exists.

to the Staff’s comment, the Company has revised its disclosure on pages 171 and 249. The Company respectfully submits that because Lawrence Ellison and David Ellison, who are immediate family members, control Skydance and David Ellison will also control Paramount upon the close of the NAI Transaction, Skydance and Paramount will be considered entities under common control as of the NAI Transaction date, immediately prior to the consummation of the Skydance Merger.

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In determining that Lawrence Ellison and David Ellison have controlling ownership of Skydance and will have controlling ownership of Paramount, consideration was given to the SEC staff’s conclusions expressed in EITF 02-5 that indicate common control would exist among separate entities in a situation where “immediate family members (married couples and their children, but not their grandchildren) hold more than 50% of the voting ownership interest of each entity (with no evidence that those family members will vote their shares in any other way than in concert).”

The Company respectfully submits that for purposes of the accounting treatment discussed in the Registration Statement, the Ellison family is comprised of Lawrence Ellison and David Ellison. Since David Ellison is the son of Lawrence Ellison, Lawrence Ellison and David Ellison are immediate family members. Lawrence Ellison owns, indirectly through entities he controls, approximately 33% of the economic interest and approximately 39% of the voting interest in Skydance. David Ellison owns, indirectly through entities he controls, approximately 33% of the economic interest and approximately 38% of the voting interest in Skydance. Lawrence Ellison, indirectly through entities he controls, owns 100% of the economic interest in Pinnacle. David Ellison is the sole manager of each of the entities that own Pinnacle and, as a result, will hold 100% of the voting control over Pinnacle’s 77.5% interest in NAI. On the basis of the foregoing, immediate family members Lawrence Ellison and David Ellison together control a majority of the voting interests in Skydance and, after giving effect to the

NAI Transaction, David Ellison will control a majority of the voting interests in NAI.

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In regard to Adjusted OBIDA and Adjusted EBITDA, please explain, in quantitative detail, what is included in Transaction costs.

to the Staff’s comment, the Company has revised its disclosure on pages 229 and

230. Read in the reply ↗

Based on disclosure on page 6, we note that Transactions "means, collectively, the Mergers, the Blocker Contribution and Exchange, the PIPE Transaction and the other transactions contemplated by the Transaction Agreement (other than the NAI Transaction)." Please clarify how each of these transactions are reflected in your pro forma financial statements.

to the Staff’s comment, the Company has revised its disclosure on pages 242,

259, 260, 261 and 262. Read in the reply ↗

We note as part of the Transaction Agreement, the Skydance Membership Units will be converted into New Paramount Class B common shares. Please clarify if this includes the units held by the Ellison family and if so, disclose the number of New Paramount Class B common shares that will be held by them.

to the Staff’s comment, the Company has revised its disclosure on page 244. Read in the reply ↗

Please disclose on page 243 and elsewhere, as applicable, when the Ellison family obtained control of Skydance and clarify whether the historic financial statements of Skydance reflect the Ellison family cost basis.

to the Staff’s comment, the Company has revised its disclosure on page 171, 244 and 249. Read in the reply ↗

Regarding adjustments 3 and 5 you are assuming "all eligible holders of Paramount Class A common stock will elect to receive the Class A Cash Consideration and holders of Paramount Class B common stock make cash elections with respect to a number of shares of Paramount Class B common stock that is in the aggregate equal to at least the Maximum Class B Cash Share Number." Tell us how you considered disclosing a range

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in accordance with Rule 11-02(a)(10) of Regulation S-X and revise accordingly.

to the Staff’s comment, the Company has expanded its disclosures on pages 255, 256, 259 and 261. Read in the reply ↗

With regard to footnote (f) on page 248, tell us why you believe it is appropriate to assume "that the value of NAI's net assets other than Paramount common stock is equal to the value of NAI debt."

Company acknowledges the Staff’s comment and respectfully notes that the value of NAI’s net assets other than its investment in Paramount common stock is not known to the Company since NAI is a private company and does not publish financial statements, nor does the Company have any right to access or request such information.

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Therefore, it was necessary to make an assumption about the value of those net assets for the purpose of determining the Ultimate Parent’s basis in

Paramount and we believe that assuming the value of NAI’s net assets other than Paramount stock is equal to the value of NAI debt is a good faith estimate based on the very limited information that we have regarding NAI. Upon the closing of the Transactions, we will consider any additional information that becomes available to us including obtaining appraisals or other valuation analysis to the extent available.

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We refer to footnote 3(a) and that the fair value of property and equipment increases by $1,059 million yet depreciation and amortization expense is being reduced by $10 million and $22 million for the six months ended June 30, 2024 and year ended December 31, 2023. Please expand your disclosure to quantitatively explain the expense adjustment.

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Disclose if useful lives estimates are changing and the basis for the change.

to the Staff’s comment, the Company has revised its disclosure on page 257. The Company respectfully advises the Staff that depreciation expense is expected to be lower because the expense related to developed technology assets was historically recorded in depreciation expense but will be recorded in intangible asset amortization expense following the adjustment of Paramount’s net assets to the Ultimate Parent’s basis. There have been no changes to the useful lives of

Paramount’s property and equipment. Read in the reply ↗

Please expand footnote 3(i) to explain how Paramount's noncontrolling interests at fair value was determined.

to the Staff’s comment, the Company has revised its disclosure on page 258. Read in the reply ↗

We note the disclosure in footnotes (5f) and (5g) on page 255. Please clarify how you are accounting for the acquisition of the non-controlling interest in Skydance and advise us.

to the Staff’s comment, the Company has revised its disclosure on page 263 to make clarifying changes to footnotes (5f) and (5g). New Paramount respectfully notes that the net assets of Skydance and its noncontrolling interest are being accounted for at their historical basis since Skydance’s financial statements are already reflected at the Ultimate Parent’s basis.

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Therefore, no adjustments were made to Skydance’s noncontrolling interests.

In addition, the noncontrolling interest holders of Skydance will receive their allocable portion of the 316.7 million shares of New

Paramount Class B common stock issued in the Skydance Merger and there will be no outstanding Skydance Membership Units or Skydance Phantom Units following the Transactions.

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Please present footnote 5(i) in a tabular format showing details of the 421.6 million share adjustment.

to the Staff’s comment, the Company has revised the tabular disclosure on page 260 to include a subtotal of the assumed share issuance, net of cancellations totaling 421.6 million, which reconciles to the share adjustments referenced in footnote 5(i) on page 263 and included on the Unaudited Pro Forma Condensed Combined Statements of

Operations. Read in the reply ↗

Please show the details of adjustments 6(a) to 6(f) in a tabular format that reconciles to the adjustments in the unaudited pro forma financial statements.

to the Staff’s comment, the Company has revised its disclosure on pages 264 and 265. Read in the reply ↗

Regarding adjustment 6(b), please provide more detailed information regarding the estimated transaction-related bonuses for Skydance and Paramount. Describe how you came up with the estimate and who will receive the bonuses.

to the Staff’s comment, the Company has revised its disclosure on pages 264 and 284. Read in the reply ↗

Please reconcile adjustments 7 in the unaudited pro forma financial statements to the footnote description of footnote 7 on page 256. If amounts have been combined, show the detail in a tabular format. Skydance Media, LLC Notes to Condensed Consolidated Financial Statements 8. Related-Party Transactions, page F-15

to the Staff’s comment, the Company has revised its disclosure on pages 266 and 267. Read in the reply ↗

Please expand your disclosure on page F-15 and F-33 to discuss all related party information in accordance with ASC 850-10-50. 10. Profits and Interests, page F-15

to the Staff’s comment, additional disclosure has been provided on page F-16.

Skydance Media, LLC, Notes to Condensed Consolidated Financial Statements, 10. Profits and Interests, page F-15 Read in the reply ↗

Please disclose detailed information about the Phantom Units in accordance with ASC 710-10-50. Explain to us how they were considered in your pro forma financial statements. 11. Equity, page F-16

to the Staff’s comment, additional disclosure has been provided on page F-17. The

Company respectfully advises the Staff that the Company considered that any compensation expense associated with the Phantom Units would be recognized in the Skydance consolidated financial statements prior to the completion of the Transactions. The pro forma financial statements do not include any estimates for this expense as it would not be a transaction-related cost incurred for the benefit of the combined company. Read in the reply ↗

Please disclose more detail about the Second Amended and Restated agreement of Skydance Sports, LLP dated April 6, 2023. Disclose if the transactions contemplated in this filing can trigger rights noted in the agreement. 9. Commitments and Contingencies, page F-33

to the Staff’s comment, additional disclosure has been provided on pages F-17 and F-18. Read in the reply ↗

With regard to your film commitments, please disclose the value of your unconditional purchase obligations that have not been recognized on the balance sheet, unless the aggregate commitment for all such obligations is immaterial. We refer to guidance in ASC 440-10-50. Disclose this information for all periods presented.

to the Staff’s comment, additional disclosure has been provided on page F-17. The Company acknowledges the Staff’s comment and respectfully submits that Skydance does not have any material unconditional purchase obligations relating to the film commitments that have not been recognized or accrued on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023. Read in the reply ↗

Please update your financial statements for the nine months ended September 30, 2024.

to the Staff’s comment, the Company has revised its disclosure to include the financial statements for the nine months ended September 30, 2024. Read in the reply ↗

We note that other than the specified NAI stockholders, existing Paramount Class A common stock holders will have the option to convert their shares into $23.00 cash consideration or 1.5333 shares of New Paramount Class B common stock with no voting rights.

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In an appropriate location, please revise to discuss the current voting rights of holders of Paramount Class A common stock and to quantify the number of shares of the Paramount Class A common stock that will be converted to cash or nonvoting New Paramount Class B common stock at the completion of the offering, and the impact on the capital structure and overall voting control of the company before and after the transaction.

to the Staff’s comment, the Company has revised its disclosure on pages 297 and 298. Read in the reply ↗

Please disclose the ownership levels and voting interests of each of the NAI Equity Investors prior to and after the transactions. Risk Factors Executive officers, directors and affiliates of Paramount and Skydance may have interests...,

to the Staff’s comment, the Company has revised its disclosure on the cover, pages 9, 31 and 100.

Risk Factors, Executive officers, directors and affiliates of Paramount and Skydance may have interests..., page 54 Read in the reply ↗

We note your response to prior comment 3. Please expand your risk factor disclosure to discuss the risks resulting from the Paramount directors and officers' interests in the transactions.

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Staff’s comment, the Company has revised its disclosure on pages 56 and 57. Read in the reply ↗

Please expand your disclosure to discuss the change in composition of leadership, including officers and directors of Paramount Global and individuals serving on the Special Committee, over the course of negotiating the transactions and leading up to finalizing the Transaction Agreement.

The Company respectfully advises the Staff that pages 104, 121, 122, 125 and 135 include disclosure on the change in composition of leadership over the course of negotiating the transactions and leading up to the finalization of the Transaction Agreement. To further address the Staff’s comment, the Company has revised its disclosure on pages 121 and 135. Read in the reply ↗

We note your response to prior comment 8. Please disclose in greater detail the nature of the $41.8 million in legal and other professional fees and tell us how you determined their inclusion in the reconciliation of the non-GAAP performance measures is appropriate.

to the Staff’s comment, the Company has revised its disclosure on pages 233 and 234 to provide more detail on the nature of such fees. The Company respectfully advises the Staff that since the legal, consulting and accounting costs incurred in connection with the Transactions described in the Registration Statement relate to professional fees in connection with

Skydance’s consideration and execution of an extraordinary strategic transaction, Skydance considers such transaction costs to be discrete and separate from its normal, recurring operating expenses and are not representative of

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Skydance’s underlying operating performance. In addition, this presentation of Adjusted EBITDA and Adjusted OIBDA allows investors to view Skydance’s underlying operating results in the same manner as they are viewed by Skydance’s management.

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We note that revenues decreased during the nine months ended September 30, 2024, compared to the prior period due to "timing of film and television availabilities." Please revise to clarify how the timing and availability of films and television programs decreased revenues by 20% during the nine months ended September 30, 2024.

to the Staff’s comment, the Company has revised its disclosure on pages 235 and 238. The Company respectfully advises the Staff that licensing of live action and animated film and television content comprise a substantial majority of Skydance’s revenues, and the film and television content availabilities in 2024 and 2023 were generally in the form of SVOD content pursuant to such license arragements. Skydance recognizes its share of the revenues from the licensing of film and television SVOD content when such content is made available to the licensee for exhibition.

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Furthermore, the license revenues for an individual SVOD availability can be substantial depending on the contractually negotiated revenues for such content, and may vary significantly depending on the type and nature of the particular content. As a result, the revenue recognized in a given period will depend on the timing and number of availabilities in such period, as well as the mix of content availabilities in such period.

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We note your response to prior comment 15. Please expand footnote 3(i) to explain the nature and terms of the third-party transaction that determined the noncontrolling interests at fair value.

to the

Staff’s comment, the Company has revised its disclosure on page 262. Read in the reply ↗

We note your disclosure that each of Ms. Redstone and/or Tyler Korff have the right to request to be designated to the New Paramount Board at the Closing. Please highlight the mother-son relationship between Shari Redstone and Tyler Korff throughout the registration statement.

to the Staff’s comment, the Company has revised its disclosure on page 284. In addition, the Company respectfully advises the

Staff that, as disclosed on page 284, each of Ms. Redstone and Mr. Korff have notified Skydance that they will not request to be designated to the New Paramount Board at the Closing. Read in the reply ↗

We note your disclosure that the completion of the Transactions and of the NAI Transactions are conditioned on clearance or approval by the Federal Communications Commission (FCC). Please disclose the foreign ownership and voting interests in Paramount Global, Skydance, and New Paramount.

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Also include disclosure about whether the Transactions and the NAI Transactions are expected to be cleared and approved by the FCC and any related risks.

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Staff’s comment, the Company has revised its disclosure on pages 19, 44, 52, 76 and 173.

For further context with respect to foreign ownership disclosures, please note that under the FCC’s rules, applicants for the transfer of control of broadcast television licenses are required to disclose any individual entity that will hold an attributable interest (as determined under the FCC rules) in the licensee, including those that will hold a direct or indirect voting interest in the licensee of 5% or greater.

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The FCC’s rules further prohibit foreign ownership in U.S.-organized entities that directly or indirectly own or control a broadcast television licensee to exceed 25% in the aggregate without prior approval from the FCC. As assessed in accordance with methodologies prescribed in FCC rules, there are no foreign individuals or entities with ownership or voting interests in the Company, Skydance or New Paramount that were required to be disclosed in the applications seeking approval of the transfer of control of the Company’s FCC licenses submitted to the FCC in connection with the

Transactions, and the Company is not required to seek foreign ownership approval from the FCC under the FCC’s rules. The Company expects that it will receive FCC approval of the Transactions and the NAI Transactions prior to the End Date.

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We note your disclosure here and throughout the registration statement related to the class action lawsuit alleging breaches of fiduciary duties for the alleged failure to sufficiently consider an alternate offer that is claimed to be superior to the Transactions. Please expand your disclosure to provide a full description of the factual basis alleged to underlie the proceedings derived from the complaint.

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Refer to Item 103 of Regulation S-K.

No reply letter found.

We note your response to prior comment 1. Please expand your disclosure to include a discussion of the material claims set forth in the complaint, including that the Special Committee improperly agreed to indemnify Shari Redstone for any breach of her fiduciary duty as a director and the dollar amount alleged to constitute the superior proposal, or tell us why this is not material to investors understanding of the

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evolution of the transaction or its alternatives. Refer to Item 103 of Regulation S-K.

The Company respectfully submits that it does not believe that the information requested by the Staff is material because, among other things, the Project Rise Partners’ acquisition proposal is not an actionable alternative under the Transaction Agreement. Prior to signing the Transaction Agreement, and as further described in the Registration Statement, the Special Committee conducted an extensive process to explore a wide range of strategic alternatives for Paramount Global over a six-month period that yielded interest from multiple bidders and was widely reported in the media.

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The Special Committee also negotiated for, and obtained in the Transaction Agreement, the ability to continue to explore strategic alternatives for Paramount Global (including with alternative counterparties) during a 45-day go-shop period (that was subject to extension under certain circumstances) following the signing of the Transaction Agreement and the announcement of the Transactions. Despite the length of the process and the very public nature of the go-shop (which included publicizing the beginning and expiration of the go-shop), the first acquisition proposal from Project Rise Partners was not received until August 26, 2024, i.e., several days after the expiration of the 45-day go-shop period on August 21, 2024. As a result, any pursuit of the Project Rise

Partners proposal—which proposal was amended on September 9, 2024 and amended again on January 24, 2025—by the Special Committee would have constituted a breach of Paramount Global’s obligations under the Transaction

Agreement.

Nevertheless, in response to the Staff’s comment, the Company has revised its disclosure on pages 47, 59, 177 and 178.

Please also note that the indemnification arrangements with Shari Redstone are described on pages 18, 57, 287 and 288 of the Registration

Statement, which disclosure makes clear that the NAI Equity Investors (not Paramount Global or the Special Committee) guaranteed the payment and performance of certain indemnification obligations of NAI and NAIEH in respect of Ms. Redstone up to a certain amount.

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