SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2023
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of|
|(Commission File Number)||(IRS Employer Identification|
|New York,||New York||10036|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (212) 258-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbols||Name of each exchange on which registered|
|Class A Common Stock, $0.001 par value||PARAA||The Nasdaq Stock Market LLC|
|Class B Common Stock, $0.001 par value||PARA||The Nasdaq Stock Market LLC|
|5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par value||PARAP||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On August 7, 2023, certain subsidiaries of Paramount Global (“Paramount”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), pursuant to which the Paramount subsidiaries agreed to sell, and KKR agreed to purchase, the shares of the Paramount subsidiaries comprising the Simon & Schuster business for an aggregate purchase price of $1.62 billion, subject to customary purchase price adjustments at closing and the other terms and conditions of the Purchase Agreement (the “Transaction”).
The Purchase Agreement contains certain customary representations and warranties and covenants, including commitments on the part of KKR to take certain steps to obtain any applicable regulatory approvals for the Transaction. The closing of the Transaction is subject to the satisfaction of certain customary conditions, including receipt of applicable regulatory approvals, and the Purchase Agreement provides for a termination fee payable by KKR to Paramount in certain circumstances in the event that the Transaction does not close for failure to obtain applicable regulatory approvals.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|By:|| /s/ Christa A. D'Alimonte|
|Name:||Christa A. D'Alimonte|
|Title:||Executive Vice President, |
|General Counsel and Secretary|
Date: August 7, 2023