NEW
YORK, June 7, 2023 /PRNewswire/ -- Warner Bros.
Discovery, Inc. ("Warner Bros. Discovery" or the
"Company") today announced that, in connection with the
Company's previously announced plan to reduce debt, its
wholly-owned subsidiary, WarnerMedia Holdings, Inc. (the
"Issuer"), has commenced a cash tender offer (the "Tender
Offer") to purchase any and all of the Issuer's outstanding
Floating Rate Notes due 2024 (the "Notes"), for the
consideration described in the table below. The Company also
announced that, during the fiscal quarter ending June 30, 2023, it has repaid $750 million of borrowings under its
multicurrency revolving credit agreement and $800 million of borrowings outstanding under its
term loan prior to the due date of April
2025.
Title of
Security
|
CUSIP
|
Aggregate
Principal
Amount Outstanding
|
Interest
Rate
|
Maturity
|
Consideration(1)
|
Floating Rate
Notes due
2024
|
55903V AX1,
55903V AA1,
U55632 AA8
|
$500,000,000
|
Compounded
SOFR + 1.78%
|
March 15,
2024
|
$1,011.00
|
(1) Per $1,000 principal amount of
Notes validly tendered before the Expiration Time (as defined
below), not validly withdrawn and accepted for purchase. In
addition to the consideration, holders will also receive accrued
and unpaid interest on the Notes, if any, from the last interest
payment date up to, but excluding, the Settlement Date (as defined
below).
The Tender Offer will expire at 5:00
p.m., New York City time,
on June 13, 2023, unless extended or
earlier terminated (the "Expiration Time"). Holders who have
validly tendered their Notes may withdraw such Notes at any time at
or prior to the Expiration Time. The guaranteed delivery date is
expected to be June 15, 2023. The
Issuer expects to pay the applicable consideration for Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Time on June 16, 2023, the
third business day following the Expiration Time (the
"Settlement Date"). The Tender Offer is conditioned upon
satisfaction of certain conditions, but 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, dated June
7, 2023 (the "Offer to Purchase"), and in the related
notice of guaranteed delivery (the "Notice of Guaranteed
Delivery" and, together with the Offer to Purchase, the
"Tender Offer Documents"), 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
Issuer has retained BNP Paribas Securities Corp. to act as the
Dealer Manager in connection with the Tender Offer. Copies of the
Tender Offer Documents 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 (877) 283-0322
(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 Dealer Manager as set forth below:
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Attention: Liability Management Group
Toll Free No.: +1 (888) 210-4358
Collect No.: +1 (212) 841-3059
Email: dl.us.liability.management@us.bnpparibas.com
This news release must be read in conjunction with the Offer to
Purchase. This news 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 news release or the Offer to
Purchase or the action you should take, you are recommended to seek
your own financial, legal and tax 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 Issuer, the Tender
and Information Agent or the Dealer Manager, nor any of their
respective affiliates, 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 the Dealer Manager, nor any of their
respective affiliates, assumes any responsibility for the accuracy
of any information concerning the Issuer, the Company or the Notes
or any failure by the Issuer to disclose information with regard to
the Issuer, the Company or the Notes which is material in the
context of the Tender Offer and which is not otherwise publicly
available.
The Company reserves the right from time to time to purchase any
of the Notes that remain outstanding after the Expiration Time
through open market purchases, privately negotiated transactions,
tender offers or otherwise (each of which to be upon such terms and
at such prices as the Company may determine, which may be more or
less than the price to be paid pursuant to the Tender Offer). In
addition, the Company may from time to time seek to prepay, retire
or purchase its other outstanding indebtedness through prepayments,
redemptions, open market purchases, privately negotiated
transactions, tender offers or otherwise. Any such repurchases or
exchanges will be dependent upon several factors, including the
Company's liquidity requirements, contractual restrictions, general
market conditions, as well as applicable regulatory, legal and
accounting factors. Whether or not the Company repurchases or
exchanges any debt and the size and timing of any such repurchases
or exchanges will be determined at its discretion.
This news 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 Tender
Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction where the laws require the Tender
Offer to be made by a licensed broker or dealer, the Tender Offer
will be made by the Dealer Manager on behalf of the Issuer. None of
the Issuer, the Tender and Information Agent or the Dealer Manager,
nor any of their respective affiliates, makes any recommendation as
to whether holders should tender or refrain from tendering all or
any portion of their Notes in response to the Tender Offer.
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 content and brands
across television, film and streaming. 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,
discovery+, CNN, DC, Eurosport, HBO, Max, HGTV, Food Network, OWN,
Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV,
Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner
Bros. Pictures, Warner Bros. Television, 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" within the meaning of the Private Securities Litigation
Reform Act of 1995. 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 Tender
Offer Documents 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 24, 2023. 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.