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validly tendered and not validly withdrawn as of the Early Tender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 WBD@dfking.com 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.
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SOURCE Warner Bros. Discovery, Inc.