#United States #New York City #Cash Tender Offer #Warner Bros. Discovery #consent solicitation

Warner Bros. Discovery Receives Necessary Consents for Financial Amendments

Warner Bros. Discovery, Inc., listed on NASDAQ under the ticker WBD, officially announced on June 16, 2025, that it has successfully received the requisite consents for its previously announced cash tender offers and consent solicitations. This development marks an important milestone for the company's financial strategy, setting the stage for operational adjustments and financial amendments moving forward.

Details of the Cash Tender Offer and Consent Solicitation

According to the announcement, as of 5:00 PM New York City time on June 13, 2025, several Tender Instructions and Consent Only Instructions had been validly delivered, thereby achieving the required consents to adopt the proposed amendments to the Indentures governing the Notes. The implications of these amendments will directly impact a variety of securities and are key to facilitating the company's financial maneuverability.

The Press Release specified, "The Consents we received represent a significant portion of our outstanding notes, allowing us to move forward with the amendments necessary for our ongoing financial strategies." The details regarding the numbers and percentages of consents delivered across various pools of Notes underline the strong response from holders.

Insights on Bond Offers and Amendments

The announcement elaborated on specific pools of Notes, including their aggregate principal amounts and the corresponding percentage of notes involved in the consent process. For instance, in Pool 1, a substantial 94.52% of the $4 billion in notes was covered by consents, demonstrating sweeping support from the holders.

Additionally, the press release clarified that all consents delivered prior to the consent expiration time have turned irrevocable, further solidifying the company's leveraged position. The Supplemental indentures regarding the Proposed Amendments will be effective once executed and will only operate from the Settlement Date identified in the Offer to Purchase and Consent Solicitation Statement.

Requirements for Holders

For holders of the Tendered Consent Fee Eligible Notes, it is important to note that maintaining their Tender Consent Instructions is crucial for receiving the newly amended notes. Furthermore, if any changes are submitted to the instructions, it may result in a forfeiture of eligibility for these notes. Such stipulations highlight Warner Bros. Discovery's ongoing efforts to ensure a smooth process for stakeholders.

Future Considerations

The company aims to finalize its offers by 5:00 PM on July 9, 2025. If the timeline is extended, they will announce these changes, but the swift adoption of amendments is key to the company's financial planning. Warner Bros. Discovery is clearly positioning itself not just for immediate outcomes but also for longer-term strategies in the competitive media landscape.

Legal and Financial Advisors

Furthermore, J.P. Morgan Securities LLC and Evercore Group L.L.C. have been appointed as lead dealers and managers for these offers, while legal counsel is provided by Kirkland Ellis LLP and Simpson Thacher Bartlett LLP. This selection indicates a strategic approach to managing the implications of the consent solicitation and tender offer effectively.

Conclusion

This announcement by Warner Bros. Discovery serves as a significant bridge for its financial restructuring efforts. The company recognizes that enhancing its operational flexibility through consents and tender offers could facilitate future growth and stability. Stakeholders and market observers alike will be keenly watching how this plays out in the coming months, reflecting broader trends in media and entertainment financing.