Warner Bros. Discovery Announces Early Results and Upsize of Previously Announced Cash Tender Offer

NEW YORK, May 23, 2024 /PRNewswire/ — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company“) today announced the early results of the previously announced cash tender offer (the “Tender Offer“) by its wholly-owned subsidiaries, Warner Media, LLC, Discovery Communications, LLC and WarnerMedia Holdings, Inc. (each, an “Issuer” and together, the “Issuers“) for the outstanding notes in the order of priority listed in the table below (together, the “Notes“). The Company also announced that the aggregate purchase price of the Notes that the Issuers intend to purchase in the Tender Offer is increased from the previously announced amount to an aggregate purchase price (excluding accrued and unpaid interest) of approximately $2.615 billion (the “Aggregate Tender Cap“) of the Notes, an amount sufficient to accept in full the principal amount of Notes in Acceptance Priority Levels 1 to 11 tendered at or prior to 5:00 p.m., New York City time, on May 22, 2024, the early tender deadline for the Tender Offer (the “Early Tender Deadline“). Except as described in this press release, all other terms of the Tender Offer as described in the Offer to Purchase, dated May 9, 2024 (the “Offer to Purchase“), remain unchanged. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase. The Issuers do not expect to accept for purchase any Notes with Acceptance Priority Level 12.

The Tender Offer was announced on May 9, 2024 and is being made pursuant to the Offer to Purchase. According to information provided by the Tender and Information Agent for the Tender Offer, the following table presents the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline.

Issuer

Title of Security

Aggregate Principal
Amount Outstanding

CUSIP

Acceptance
Priority
Level (1)

Principal Amount Tendered and
Accepted for Purchase

Discovery
Communications,
LLC

3.900% Senior Notes due 2024

$483,810,000

25470DBC2

1

$198,764,000

Scripps Networks
Interactive, Inc

3.900% Senior Notes due 2024

$11,920,000

811065AC5

1

$1,036,000

Discovery
Communications,
LLC

4.000% Senior Notes due 2055

$1,643,454,000

25470DBL2

25470DBK4

U25478AH8

2

$1,139,625,000

Discovery
Communications,
LLC

4.650% Senior Notes due 2050

$959,344,000

25470DBH1

3

$656,796,000

Discovery
Communications,
LLC

4.950% Senior Notes due 2042

$284,940,000

25470DAG4

4

$53,366,000

Discovery
Communications,
LLC

4.875% Senior Notes due 2043

$514,735,000

25470DAJ8

5

$282,111,000

Discovery
Communications,

LLC

5.200% Senior Notes due 2047

$1,250,000,000

25470DAT6

6

$595,429,000

Discovery
Communications,
LLC

5.300% Senior Notes due 2049

$750,000,000

25470DBG3

7

$453,219,000

Warner Media, LLC

4.650% Global Notes due 2044

$12,817,000

887317AU9

8

$1,730,000

Warner Media, LLC

4.850% Global Notes due 2045

$17,017,000

887317AX3

9

$12,184,000

Warner Media, LLC

4.900% Global Notes due 2042

$21,215,000

887317AP0

10

$2,682,000

Warner Media, LLC

5.350% Global Notes due 2043

$31,893,000

887317AS4

11

$2,053,000

WarnerMedia Holdings,
Inc

5.050% Senior Notes due 2042

$4,500,000,000

55903VBD4

55903VAN3

U55632AG5

12



(1)

Subject to the Aggregate Tender Cap and proration, the principal amount of each series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 12 being the lowest).

The Issuers’ obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in the Issuers’ discretion and subject to applicable law, of certain conditions, which are more fully described in the Offer to Purchase, including a financing condition which was satisfied on May 17, 2024.

Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company

The consideration paid in the Tender Offer for each series of Notes that are validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the Offer to Purchase (the “Total Consideration“). Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase are eligible to receive the applicable Total Consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium“).

Because the aggregate purchase price of Notes validly tendered and not validly withdrawn as of the Early Tender Deadline is expected to exceed the Aggregate Tender Cap, the Company will accept for purchase Notes subject to the Acceptance Priority Levels and proration as described in the Offer to Purchase, so as not to exceed the Aggregate Tender Cap, and holders who validly tender Notes following the Early Tender Deadline, but on or before the expiration of the Tender Offer at 5:00 p.m., New York City time, on June 7, 2024 (the “Expiration Time“) will not have any of their Notes accepted for purchase.

The Total Consideration will be determined at 9:00 a.m., New York City time on May 23, 2024 (the “Price Determination Time“).

Payments for Notes purchased will include accrued and unpaid interest, if any, from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date for such Notes accepted for purchase.

The settlement date for Notes that are validly tendered and accepted for purchase is expected to be June 12, 2024, three business days following the Expiration Time. In accordance with the terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York City time, on May 22, 2024. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Issuers).

The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offer. The Issuers have retained Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc. to act as the Lead Dealer Managers, and Scotia Capital (USA) Inc. and Truist Securities, Inc. to act as the other Dealer Managers in connection with the Tender Offer. Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the Tender and Information Agent for the Tender Offer, by phone at +1 (212) 269-5550 (banks and brokers) or +1 (800) 791-3319 (all others), by email at [email protected] or online at www.dfking.com/WBD. Questions regarding the Tender Offer may also be directed to the Lead Dealer Managers as set forth below:

Lead Dealer Managers:

Deutsche Bank Securities Inc.

1 Columbus Circle

New York, NY 10019

Attn: Liability Management
Group

Toll-Free: (866) 627-0391

Collect: (212) 250-2955

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

Collect: (212) 834-4045

Toll-Free: (866) 834-4666

MUFG Securities Americas Inc.

1221 Avenue of the Americas, 6th Floor

New York, NY 10020

U.S.: +1 (212) 405-7481

U.S. Toll-Free: +1 (877) 744-4532

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this press release or the Offer to Purchase or the action you should take, you are recommended to seek your own legal, business, tax or other advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent or affiliate of any such person, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent or affiliate of any such person, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuers, the Company or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available. 

To the extent permitted by applicable law and whether or not the Tender Offer is consummated, the Company or any of its subsidiaries or affiliates, including the Issuers, may from time to time following the Expiration Time acquire any Notes that remain outstanding in the open market, in privately negotiated transactions, through one or more additional tender offers, one or more exchange offers or otherwise, or may redeem Notes pursuant to the terms of the indentures governing them. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offer. Any future purchases or redemptions by the Company or any of its subsidiaries or affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or any of its affiliates will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offer is being made only by, and pursuant to the terms of, the Offer to Purchase. The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offer is void in all jurisdictions where it is prohibited. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Issuers, the Tender and Information Agent, the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

About Warner Bros. Discovery:

Warner Bros. Discovery (NASDAQ: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com.

This press release contains certain “forward-looking statements.” These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offer, the satisfaction of conditions to the Tender Offer, whether the Tender Offer will be consummated in accordance with the terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing, as well as the risk factors disclosed in the Company’s Annual Report on Form 10-K, filed with the SEC on February 23, 2024, and the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024. Forward-looking statements in this release include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

SOURCE Warner Bros. Discovery, Inc.

Originally published at https://www.prnewswire.com/news-releases/warner-bros-discovery-announces-early-results-and-upsize-of-previously-announced-cash-tender-offer-302153686.html

Latest

Kristen Stewart’s Nevermind Pictures strikes first look deal with Fremantle

Source: Maraide GreenMaggie McLean, Kristen Stewart, Dylan Meyer Kristen Stewart’s...

Early Registration for the 2024 Media Technology Summit Is Now Open

WHITE PLAINS, N.Y., June 11, 2024 /PRNewswire/ -- SMPTE®, the...
spot_imgspot_img

Don't miss

Kristen Stewart’s Nevermind Pictures strikes first look deal with Fremantle

Source: Maraide GreenMaggie McLean, Kristen Stewart, Dylan Meyer Kristen Stewart’s...

Early Registration for the 2024 Media Technology Summit Is Now Open

WHITE PLAINS, N.Y., June 11, 2024 /PRNewswire/ -- SMPTE®, the...

Kristen Stewart’s Nevermind Pictures strikes first look deal with Fremantle

Source: Maraide GreenMaggie McLean, Kristen Stewart, Dylan Meyer Kristen Stewart’s Nevermind Pictures has struck a first look deal with Fremantle, that will see the production...

Early Registration for the 2024 Media Technology Summit Is Now Open

WHITE PLAINS, N.Y., June 11, 2024 /PRNewswire/ -- SMPTE®, the home for media professionals, technologists, and engineers, has opened early registration for the 2024 Media...

Young Men with Unlimited Capital: Brat Pack label immediately killed Emilio Estevez / Andrew McCarthy film

Emilio Estevez and Andrew McCarthy were to follow St. Elmo’s Fire with Young Men with Unlimited Capital, but the Brat Pack label killed it Last...