1. WBD received requisite consents for proposed amendments to its notes. 2. A significant portion of outstanding notes had valid tender instructions. 3. The tender offers will expire on July 9, 2025. 4. Eligible holders can receive consent payments for compliant tendered notes. 5. Amendments will enhance flexibility but are subject to financing conditions.
The approval of consent allows WBD to restructure its debt, potentially enhancing financial stability. Historical data shows such actions often bolster stock prices if investors view them positively.
The approval for amendments and tender offers may lead to improved investor confidence, strengthening stock performance in the short term while managing debt obligations effectively.
Immediate effects will be felt as the tender offers facilitate financial maneuverability, affecting investor sentiment and stock performance ahead of the expiration date.
Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("Warner Bros. Discovery," "WBD," the "Company," "we," "our" or "us") today announced that the Requisite Consents have been received to adopt the Proposed Amendments pursuant to its previously-announced cash tender offers and consent solicitations. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the "Offer to Purchase and Consent Solicitation Statement").
As of 5:00 p.m., New York City Time, on June 13, 2025 (the "Consent Expiration Time"), Tender Instructions and Consent Only Instructions representing the principal amount of Notes as described in the table below had been validly delivered and had not been validly withdrawn or revoked, as applicable. As a result, the Issuers have received the Requisite Consents for the adoption of certain proposed amendments to the Indentures governing the Notes (the "Proposed Amendments"). All Consents delivered (including any Consents deemed delivered through submission of Tender Instructions) and not validly revoked at or prior to the Consent Expiration Time have become irrevocable. Supplemental indentures relating to the Proposed Amendments to the applicable Indentures governing the Notes will be effective upon execution, but will only become operative upon the Settlement Date of the applicable Offer.
To be eligible to receive Amended Notes in accordance with the terms of the Offer and Consent Solicitations, Holders should not withdraw their Tender & Consent Instructions. A Consent Only Instruction can only be withdrawn to re-submit as a Tender Instruction in accordance with the procedures of relevant Clearing System; and any such change in instruction will lead to a loss in eligibility for receipt of Amended Notes, if applicable. Notes which are subject to a Consent Only Instruction in Pool 6 have been blocked and will continue to be blocked in the relevant account in the relevant Clearing System to enable the delivery of Amended Notes to the applicable holders on the applicable Settlement Date.
| Issuer | Title of Security | CUSIP No./Common Code & ISIN | Aggregate Principal Amount Outstanding | Aggregate Principal Amount of Notes with Consents Delivered | Percentage of Outstanding Notes with Consents Delivered | Consent Payment |
|---|---|---|---|---|---|---|
| Pool 1 | 4.900% Senior Notes due 2026 | 25470DAL3 / US25470DAL38 | $650,000,000 | $516,541,000 | 79.47 % | $2.50 |
The Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. The complete terms and conditions of the Offers and Consent Solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offers and Consent Solicitations.
J.P. Morgan Securities LLC
As Sole Lead Dealer Manager for the Dollar Notes
J.P. Morgan Securities plc
As Sole Lead Dealer Manager for the Euro Notes
This press release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. This press release and the Offer to Purchase and Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Offers and Consent Solicitations. 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 advisor.
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 content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages...
Cautionary Statement Regarding Forward-Looking Information
This press release contains certain "forward-looking statements." Forward-looking statements include, without limitation, statements regarding the Company's expectations, beliefs...
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities...
SOURCE Warner Bros. Discovery, Inc.