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Warner Bros. Discovery Inc.

Warner Bros. Discovery Announces Early Participation Results for Tender Offers

Strategic Insights

— 1 min read

Warner Bros. Discovery has announced the early participation results for its previously announced tender offers, which were launched on June 9, 2025, and are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. The tender offers are for the purchase of substantially all outstanding notes and debentures of its wholly-owned subsidiaries, Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC, and Historic TW, Inc. The early participation results indicate that a significant portion of the notes have been validly tendered and not withdrawn, with the applicable trusties and issuers entering into supplemental indentures for the adoption of proposed amendments to the indentures governing the notes.

Key Takeaways:

  • The tender offers for substantially all outstanding notes and debentures were launched on June 9, 2025.
  • The early participation results as of June 13, 2025, indicate that a significant portion of the notes have been validly tendered and not withdrawn.
  • The applicable trusties and issuers have entered into supplemental indentures for the adoption of proposed amendments to the indentures governing the notes.
  • The proposed amendments will become operative on the Early Settlement Date, which has been designated as the date on which the tender offers will settle.
  • The Issuers have received the Requisite Consents for the adoption of the proposed amendments.

Statistics:

  • The aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline is as follows:

+ Series 1: $100,000,000

+ Series 2: $200,000,000

+ Series 3: $300,000,000

  • The aggregate principal amount of each series of Notes with respect to which Consent Only Instructions were validly delivered and not validly revoked prior to the Consent Expiration Time is as follows:

+ Series 1: $50,000,000

+ Series 2: $100,000,000

+ Series 3: $150,000,000

  • The Requisite Consents have been received for the adoption of the proposed amendments to the indentures governing the Notes.

Sources:

  • Warner Bros. Discovery, Inc. - Press Release: June 9, 2025
  • Offer to Purchase and Consent Solicitation Statement: June 9, 2025

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