Paramount Global Announces Cash Tender Offers for Up to $1 Billion Combined Aggregate Purchase Price of Certain Outstanding Debt Securities

The following tables set forth certain information regarding the Securities and the Offers:

Any and All of the Outstanding Securities Listed Below:

The Outstanding Securities in the Priority Listed Below up to $1,000,000,000 Combined Aggregate Purchase Price less the Aggregate Purchase Price of the Any and All Securities Validly Tendered and Accepted for Purchase:

The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase dated November 2, 2023 (the "Offer to Purchase"). Each of the Any and All Offers is a separate offer and the Maximum Offer is a separate offer from each of the Any and All Offers, and each of the Any and All Offers and the Maximum Offer may be individually amended, extended or terminated by the Company.

The Any and All Offers are scheduled to expire at 5:00 p.m., New York City time, on November 9, 2023, unless extended or earlier terminated by Paramount (the "Any and All Expiration Date"). Tendered Any and All Securities may be withdrawn on or prior to, but not after, 5:00 p.m., New York City time, on November 9, 2023 (such date and time, as may be extended by Paramount, the "Any and All Withdrawal Deadline"), except in certain limited circumstances where additional withdrawal rights are required by law. The Maximum Offer is scheduled to expire at 5:00 p.m., New York City time, on December 4, 2023, unless extended or earlier terminated by Paramount (the "Maximum Offer Expiration Date"). Tendered Maximum Offer Securities may be withdrawn on or prior to, but not after, 5:00 p.m., New York City time, on November 16, 2023 (such date and time, as may be extended by Paramount, the "Maximum Offer Withdrawal Deadline"), except in certain limited circumstances where additional withdrawal rights are required by law.

Holders of Any and All Securities validly tendered and not validly withdrawn, or for which a properly completed and duly executed notice of guaranteed delivery (as may be amended or supplemented from time to time, the "Notice of Guaranteed Delivery") is delivered pursuant to the guaranteed delivery procedures described in the Offer to Purchase (the "Guaranteed Delivery Procedures"), on or prior to the Any and All Expiration Date and accepted for purchase, will receive the applicable total consideration (the "Total Consideration"). Holders of Maximum Offer Securities validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on November 16, 2023 (such date and time, as may be extended by Paramount, the "Early Tender Deadline") and accepted for purchase will receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Maximum Offer Securities accepted for purchase (the "Early Tender Premium"). The Early Tender Premium is not applicable to the Any and All Offers.

The Total Consideration for each series of Securities, validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for the applicable series in the tables above and in the Offer to Purchase over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the tables above and in the Offer to Purchase. In calculating the applicable Total Consideration for a series of Securities, the application of the par call date will be in accordance with standard market practice. Holders of Maximum Offer Securities who validly tender their Maximum Offer Securities following the Early Tender Deadline and on or prior to the Maximum Offer Expiration Date will only receive the applicable Maximum Offer Consideration (as defined below) per $1,000 principal amount of any such Maximum Offer Securities validly tendered by such Holders that are accepted for purchase. The "Maximum Offer Consideration" is equal to the applicable Total Consideration minus the Early Tender Premium.

The Total Consideration for the Any and All Securities will be determined at 2:00 p.m., New York City time, on November 9, 2023 (such date and time, as may be extended by Paramount). The Total Consideration and Maximum Offer Consideration for the Maximum Offer Securities will be determined at 10:00 a.m., New York City time, on November 17, 2023 (such date and time, as may be extended by Paramount).

In addition to the Total Consideration or the Maximum Offer Consideration, as applicable, all Holders of Securities accepted for purchase will also receive accrued and unpaid interest rounded to the nearest cent, on such $1,000 principal amount of Securities from the last applicable interest payment date up to, but not including, the applicable settlement date ("Accrued Interest"). The interest payment payable on November 15, 2023 with respect to the 4.750% Senior Notes due 2025 will be paid to record holders of such series of Securities as of November 1, 2023 and will not be included in the calculation of Accrued Interest payable on such series of Securities purchased in the Any and All Offers.

The settlement date for Any and All Securities validly tendered and not validly withdrawn, or for which a properly completed and duly executed Notice of Guaranteed Delivery is delivered pursuant to the Guaranteed Delivery Procedures, on or prior to the Any and All Expiration Date and accepted for purchase is expected to be November 15, 2023, the third business day after the Any and All Expiration Date (the "Any and All Settlement Date"). No tenders of the Any and All Securities or deliveries of a Notice of Guaranteed Delivery will be valid if submitted after the Any and All Expiration Date. The settlement date for Maximum Offer Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase is expected to be November 21, 2023, the third business day after the Early Tender Deadline (the "Early Settlement Date"). The settlement date for Maximum Offer Securities validly tendered following the Early Tender Deadline but on or prior to the Maximum Offer Expiration Date and accepted for purchase is expected to be December 6, 2023, the second business day after the Maximum Offer Expiration Date, assuming the Combined Tender Offer Cap of the Securities has not been purchased on the Any and All Settlement Date and the Early Settlement Date, in the aggregate.

Subject to the Maximum Offer Amount and proration, all Maximum Offer Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest) will be accepted before any validly tendered Maximum Offer Securities having a lower Acceptance Priority Level (with 3 being the lowest), and all Maximum Offer Securities validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Maximum Offer Securities validly tendered following the Early Tender Deadline having a lower Acceptance Priority Level. If the Maximum Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Offer Amount and proration, Maximum Offer Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be accepted for purchase in priority to other Maximum Offer Securities validly tendered following the Early Tender Deadline even if such Maximum Offer Securities validly tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Maximum Offer Securities validly tendered on or prior to the Early Tender Deadline. Paramount reserves the absolute right to increase or decrease the Combined Tender Offer Cap without extending the Early Tender Deadline or the Maximum Offer Withdrawal Deadline, subject to compliance with applicable law. There can be no assurance that Paramount will increase or decrease the Combined Tender Offer Cap.

If the Maximum Offer is fully subscribed as of the Early Tender Deadline, Holders who validly tender Maximum Offer Securities following the Early Tender Deadline but on or prior to the Maximum Offer Expiration Date will not have any of their Maximum Offer Securities accepted for purchase regardless of their Acceptance Priority Level.

Maximum Offer Securities of a series may be subject to proration (rounded to avoid the purchase of Securities in a principal amount other than in an integral multiple of $1,000) if the aggregate purchase price of the Maximum Offer Securities of such series validly tendered and not validly withdrawn would cause the Maximum Offer Amount to be exceeded. Paramount's obligation to accept for purchase, and to pay for, the Securities validly tendered and not validly withdrawn in the Offers is subject to the satisfaction or waiver of the conditions as described in the Offer to Purchase. Paramount reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions applicable to any of the Offers; (ii) extend or terminate any of the Offers; (iii) increase or decrease the Combined Tender Offer Cap without extending the Early Tender Deadline or the Maximum Offer Withdrawal Deadline; or (iv) otherwise amend any of the Offers in any respect.

Information Relating to the Offers

RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC are acting as the dealer managers for the Offers (together, the "Dealer Managers"). The information agent and tender agent for the Offers is Global Bondholder Services Corporation (the "Tender Agent"). Copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be accessed at the following link: https://www.gbsc-usa.com/paramount. Questions regarding the procedures for tendering the Securities may be directed to the Tender Agent by telephone at (855) 654-2015 (toll-free) or (212) 430‑3774 (banks and brokers) or by email at [email protected]. Questions regarding the Offers should be directed to RBC Capital Markets, LLC, Liability Management, at (212) 618-7843 (collect) or (877) 381-2099 (toll-free) or by email at [email protected], SMBC Nikko Securities America, Inc., Debt Capital Markets – Liability Management, at (888) 284-9760 (toll-free) or by email at [email protected], TD Securities (USA) LLC, Liability Management, at (212) 827-2842 (collect) or (866) 584-2096 (toll-free) or by email at [email protected], or Wells Fargo Securities, LLC, Liability Management Group at (704) 410-4756 (collect) or (866) 309-6316 (toll‑free) or by email at [email protected].

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The solicitation of offers to sell the Securities is only being made pursuant to the terms of the Offer to Purchase. The offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Paramount, the Dealer Managers, the Tender Agent, the trustees with respect to the Securities or any of their respective affiliates is making any recommendation as to whether Holders should tender their Securities in connection with the Offers.

PARA-IR

ABOUT PARAMOUNT

Paramount (NASDAQ: PARA, PARAA) is a leading global media, streaming and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+ and Pluto TV. The company holds one of the industry's most extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, Paramount provides powerful capabilities in production, distribution and advertising solutions.

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SOURCE Paramount Global