Item 8.01 Other Events.

On March 24, 2022, Paramount Global (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named in Schedule 1 thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell $1,000,000,000 aggregate principal amount of its 6.375% Fixed-to-Fixed Rate Junior Subordinated Debentures due 2062 (the "Debentures").

The Debentures were issued and sold on March 29, 2022 pursuant to the Company's automatic shelf registration statement on Form S-3 dated March 27, 2020 (No. 333-237426) filed with the Securities and Exchange Commission (the "Registration Statement"). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain documents related to the issuance of the Debentures, each of which by this filing is hereby incorporated by reference into the Registration Statement.

The Debentures are governed by the Indenture, dated as of March 27, 2020, between the Company and Deutsche Bank Trust Company Americas.

The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1. The Form of Debenture is filed herewith as Exhibit 4.1. The legal opinion relating to the validity of the Debentures is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



Exhibit
Number       Description of Exhibit

1.1            Underwriting Agreement dated March 24, 2022, among Paramount
             Global, BofA Securities, Inc., Citigroup Global Markets Inc.,
             Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as
             representatives of the underwriters named in Schedule 1 thereto.

4.1            Form of Debenture.

5.1            Opinion of Shearman & Sterling LLP regarding the validity of the
             Debentures.

23.1           Consent of Shearman & Sterling LLP (included in Exhibit 5.1).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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