NEW
YORK, May 14, 2024 /PRNewswire/ -- Warner Bros.
Discovery, Inc. ("Warner Bros. Discovery" or the
"Company") announced today, in connection with the
previously announced cash tender offer (the "Tender Offer")
by its wholly-owned subsidiaries Warner Media, LLC
("WML"), Discovery Communications, LLC ("DCL") and
WarnerMedia Holdings, Inc. ("WMH" and, together with
WML and DCL, the "Issuers"), that the aggregate purchase
price of notes described in the table below (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 up
to $2,500,000,000 (the "Aggregate
Tender Cap") of the Notes. The Tender Offer is being made
pursuant to and is subject to the terms and conditions set forth in
the Offer to Purchase, dated May 9,
2024 (the "Offer to Purchase"). Capitalized terms
used but not defined in this press release have the meanings given
to them in the Offer to Purchase.
Issuer
|
|
Title of
Security
|
|
Aggregate Principal
Amount Outstanding
|
|
CUSIP
|
|
Acceptance Priority
Level (1)
|
|
Reference U.S.
Treasury Security
|
|
Bloomberg Reference
Page/ Screen(2)
|
|
Fixed Spread (basis
points) (3)
|
Discovery
Communications, LLC
|
|
3.900% Senior Notes due
2024
|
|
$483,810,000
|
|
25470DBC2
|
|
1
|
|
2.25% due November 15,
2024
|
|
FIT3
|
|
+25
|
Scripps Networks
Interactive, Inc.
|
|
3.900% Senior Notes due
2024
|
|
$11,920,000
|
|
811065AC5
|
|
1
|
|
2.25% due November 15,
2024
|
|
FIT3
|
|
+25
|
Discovery
Communications, LLC
|
|
4.000% Senior Notes due
2055
|
|
$1,643,454,000
|
|
25470DBL2
25470DBK4
U25478AH8
|
|
2
|
|
4.25% due February 15,
2054
|
|
FIT1
|
|
+195
|
Discovery
Communications, LLC
|
|
4.650% Senior Notes due
2050
|
|
$959,344,000
|
|
25470DBH1
|
|
3
|
|
4.25% due February 15,
2054
|
|
FIT1
|
|
+198
|
Discovery
Communications, LLC
|
|
4.950% Senior Notes due
2042
|
|
$284,940,000
|
|
25470DAG4
|
|
4
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+237
|
Discovery
Communications, LLC
|
|
4.875% Senior Notes due
2043
|
|
$514,735,000
|
|
25470DAJ8
|
|
5
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+199
|
Discovery
Communications, LLC
|
|
5.200% Senior Notes due
2047
|
|
$1,250,000,000
|
|
25470DAT6
|
|
6
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+203
|
Discovery
Communications, LLC
|
|
5.300% Senior Notes due
2049
|
|
$750,000,000
|
|
25470DBG3
|
|
7
|
|
4.25% due February 15,
2054
|
|
FIT1
|
|
+220
|
Warner Media,
LLC
|
|
4.650% Global Notes due
2044
|
|
$12,817,000
|
|
887317AU9
|
|
8
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+245
|
Warner Media,
LLC
|
|
4.850% Global Notes due
2045
|
|
$17,017,000
|
|
887317AX3
|
|
9
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+245
|
Warner Media,
LLC
|
|
4.900% Global Notes due
2042
|
|
$21,215,000
|
|
887317AP0
|
|
10
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+245
|
Warner Media,
LLC
|
|
5.350% Global Notes due
2043
|
|
$31,893,000
|
|
887317AS4
|
|
11
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+245
|
WarnerMedia Holdings,
Inc.
|
|
5.050% Senior Notes due
2042
|
|
$4,500,000,000
|
|
55903VBD4
55903VAN3
U55632AG5
|
|
12
|
|
4.50% due February 15,
2044
|
|
FIT1
|
|
+195
|
(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) specified in
this column.
|
(2)
|
The Bloomberg Reference
Page/Screen is provided for convenience only. To the extent any
Bloomberg Reference Page/Screen changes prior to the Price
Determination Time (as defined herein), the Lead Dealer Managers
referred to below will quote the applicable Reference U.S. Treasury
Security from the updated Bloomberg Reference
Page/Screen.
|
(3)
|
The Total Consideration
(as defined below) for Notes of each series validly tendered at or
prior to the Early Tender Deadline (as defined below) and accepted
for purchase will be calculated using the applicable Fixed Spread
(as set forth in the table above) and is inclusive of the Early
Tender Premium of $30.00 per $1,000 principal amount of Notes for
each series.
|
The Tender Offer will still expire at 5:00 p.m., New York
City time, on June 7, 2024,
unless extended or earlier terminated (the "Expiration
Time"). Any Notes tendered may be withdrawn at any time at or
prior to 5:00 p.m., New York City time, on May 22, 2024 (the "Withdrawal Deadline"),
but may not be withdrawn thereafter except in certain limited
circumstances where additional withdrawal rights are required by
law.
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 table above and in the Offer to Purchase (the
"Total Consideration"). Holders of Notes that are validly
tendered and not validly withdrawn at or prior to 5:00 p.m., New York
City time, on May 22, 2024
(such date and time, as the same may be extended, the "Early
Tender Deadline") and accepted for purchase will 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"). Holders who validly
tender their Notes following the Early Tender Deadline and at or
prior to the Expiration Time will only receive the applicable
"Tender Offer Consideration" per $1,000 principal amount of any such Notes
tendered by such holders that are accepted for purchase, which is
equal to the applicable Total Consideration minus the Early Tender
Premium. The Total Consideration will be determined at 9:00 a.m., New York City Time, on May 23, 2024 (the "Price Determination
Time"), unless extended.
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
(the "Settlement Date").
Subject to the Aggregate Tender Cap and proration, all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline having a higher Acceptance Priority Level (as shown
in the table above, with 1 being the highest) will be accepted
before any validly tendered and not validly withdrawn Notes having
a lower Acceptance Priority Level (with 12 being the lowest), and
all Notes validly tendered after the Early Tender Deadline having a
higher Acceptance Priority Level will be accepted before any Notes
validly tendered after the Early Tender Deadline having a lower
Acceptance Priority Level. However, Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline will be
accepted for purchase before any Notes validly tendered after the
Early Tender Deadline, even if such Notes tendered after the Early
Tender Deadline have a higher Acceptance Priority Level than Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline.
Notes of the series in the last Acceptance Priority Level
accepted for purchase in accordance with the terms and conditions
of the Tender Offer may be subject to proration (rounded to avoid
the purchase of Notes in a principal amount other than in an
integral multiple of $1,000) if the
aggregate purchase price (excluding accrued and unpaid interest) of
the Notes of such series validly tendered and not validly withdrawn
would cause the Aggregate Tender Cap to be exceeded. Furthermore,
if Notes are validly tendered and not validly withdrawn having an
aggregate purchase price equal to or greater than the Aggregate
Tender Cap as of the Early Tender Deadline, subject to proration,
holders who validly tender Notes after the Early Tender Deadline
but at or prior to the Expiration Time will not have any of their
Notes accepted for purchase.
The Issuers' obligation to accept for purchase up to the
Aggregate Tender Cap of the Notes validly tendered pursuant to the
Offer to Purchase is subject to, and conditioned upon, the
satisfaction of or, where applicable, their waiver of the
conditions described in the Offer to Purchase, including a
financing condition that on or prior to the Settlement Date the
Issuers receive the net proceeds from one or more debt financing
transactions, on terms acceptable to the Issuers and providing net
proceeds in an amount that, together with cash on hand and other
available sources of liquidity is sufficient in the Issuers'
discretion to fund the purchase of validly tendered Notes accepted
for purchase in the Tender Offer and pay all fees and expenses
associated with the foregoing. The Issuers reserve the right, in
their discretion and subject to applicable law, to extend or
terminate the Tender Offer at any time and not accept for payment
any Notes not theretofore accepted for payment pursuant to the
Tender Offer for any reason, waive any or all of the conditions of
the Tender Offer, change the Acceptance Priority Level with respect
to the Notes, increase, decrease or eliminate the Aggregate Tender
Cap without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights and otherwise amend the terms of the
Tender Offer in any respect. The Tender Offer is not conditioned
upon any minimum amount of Notes being tendered.
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