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Warner Bros. Discovery Unveils Early Participation Results for Cash Tender Offers

On June 24, 2025, Warner Bros. Discovery, Inc. (NASDAQ: WBD) officially announced the results from the early participation in its previously disclosed cash tender offers. These offers involve its wholly-owned subsidiaries, comprising Discovery Communications, LLC (DCL), WarnerMedia Holdings, Inc. (WMH), Warner Media, LLC (WML), and Historic TW, Inc. (TWI). The primary goal of these offers is to purchase a substantial portion of the outstanding notes and debentures to optimize capital structure and investor relations.

Overview of the Tender Offers

The tender offers commenced on June 9, 2025, with a strategic approach outlined in the Offer to Purchase and Consent Solicitation Statement dated the same day. The offers are based on solid terms and conditions that aim to ensure a smooth transition and efficient management of the company’s financial obligations.

As of the early tender deadline on June 13, 2025, a substantial principal amount of various series notes were validly tendered and not withdrawn, reflecting strong interest from investors. Here’s a summary of the aggregate principal amounts for selected notes:

• - Pool 1 Notes: 4.900% Senior Notes due 2026 recorded an amount of $516,541,000 tendered. In contrast, 1.90% Senior Notes due 2027 saw €463,042,000 validly tendered.
• - Pool 2 Notes: The 3.755% Senior Notes due 2027 garnered significant attention, with $3,780,983,000 accepted for purchase. The 4.302% Senior Notes due 2030 also earned a notable $580,409,000.
• - Pool 4 Notes: Notably, WMH received bids for the 5.391% Senior Notes due 2062, totaling a staggering $2,912,177,000.

The successful tendered amounts reflect an overwhelming response, indicative of investor confidence in Warner Bros. Discovery and its strategic direction.

Consent Solicitations Results

In addition to the tender offers, the early results also help gauge the company's capacity to effectuate certain proposed amendments to the indentures governing the notes. As of 5 PM on June 23, 2025, the required consents for proposed changes were received, allowing for supplemental indentures to be executed. These amendments provide flexibility in managing future financial strategies and ensuring compliance with changing market conditions.

The rationale for these amendments was further clarified as necessary to enhance operational efficiency and better align with overarching business goals. Hence, it is crucial for stakeholders to understand the strategic importance of these reforms.

Future Expectations and Steps Forward

Warner Bros. Discovery plans to exercise its rights to settle all valid claims tendered by the early tender deadline and intends to pay for consents delivered and not revoked before the consent expiration time. The early settlement date has been set for June 30, 2025, marking a vital step in the company’s navigation of present financial landscapes.

Amid these transactions, tendered notes might face limitations on withdrawal, except under specific circumstances mandated by law. The company aims to maintain transparency through these processes, providing updates and detailed insights to its stakeholders.

With the calls for competitive bids exceeding the anticipated thresholds, the next phase of managing cash flow and exploring further financing options will be crucial. Stakeholders will remain closely informed about developments in the offering, managing any further adjustments in financial plans, and aligning them with company expectations.

In summary, these early participation results not only showcase investor interest but also underline Warner Bros. Discovery's commitment to enhancing its financial strategy and investor relations effectively. For further updates, stakeholders are encouraged to closely monitor communications from Warner Bros. Discovery.

About Warner Bros. Discovery

Warner Bros. Discovery (Nasdaq: WBD) operates as a prominent global entity in media and entertainment, crafting a diverse portfolio of content and brands spanning television, film, and digital streaming. The organization engages a global audience with celebrated products and brands across its service offerings.

For additional insights and updates, visit Warner Bros. Discovery.