NEW
YORK, June 14, 2023 /PRNewswire/ -- Warner Bros.
Discovery, Inc. ("Warner Bros. Discovery" or the
"Company") today announced the expiration and results, as of
5:00 p.m., New York City time, on June 13, 2023 (the "Expiration Time"), of
the previously announced cash tender offer (the "Tender
Offer") by WarnerMedia Holdings, Inc., the Company's
wholly-owned subsidiary (the "Issuer"), for any and all of
the Issuer's outstanding Floating Rate Notes due 2024 (the
"Notes"). The Tender Offer was announced on June 7, 2023 and was made pursuant to the Offer
to Purchase, dated June 7, 2023 (the
"Offer to Purchase"), and the related notice of guaranteed
delivery (the "Notice of Guaranteed Delivery" and, together
with the Offer to Purchase, the "Tender Offer Documents").
The following table presents the aggregate principal amount of the
Notes tendered and not validly withdrawn as of the Expiration Time
and the aggregate principal amount of the Notes tendered pursuant
to the guaranteed delivery procedures described in the Tender Offer
Documents.
Title of
Security
|
CUSIP
|
Principal Amount
Outstanding
|
Principal Amount
Tendered as of
Expiration Time(1)
|
Principal Amount
Tendered
pursuant to
Guaranteed
Delivery
|
Consideration(2)
|
|
|
|
|
|
|
Floating Rate Notes due
2024
issued by WarnerMedia
Holdings, Inc.
|
55903V AX1,
55903V AA1,
U55632 AA8
|
$500,000,000
|
$460,244,000
|
$30,000
|
$1,011.00
|
|
|
|
|
|
|
|
(1)
|
Amounts do not include
the principal amount of the Notes tendered pursuant to the
guaranteed delivery procedures described in the Tender Offer
Documents.
|
|
(2)
|
Per $1,000 principal
amount of Notes validly tendered before the Expiration Time, not
validly withdrawn and accepted for purchase.
|
The Issuer expects to accept for purchase all Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time. Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders whose Notes have been accepted for
purchase in the Tender Offer will receive the Consideration for
each $1,000 principal amount of such
Notes in cash on the Settlement Date. In addition to the
Consideration, Holders whose Notes have been accepted for purchase
will also receive accrued and unpaid interest on the purchased
Notes from, and including, the last interest payment date for such
Notes up to, but excluding, the Settlement Date (as defined below).
The Issuer also expects to accept all Notes validly tendered and
delivered pursuant to the guaranteed delivery procedures described
in the Tender Offer Documents. The Issuer will not accept any
further tenders.
The settlement date for Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time and all Notes validly
tendered and delivered pursuant to the guaranteed delivery
procedures is expected to be June 16,
2023 (the "Settlement Date"). The Issuer intends to
fund the purchase of the Notes with cash on hand.
BNP Paribas Securities Corp. served as the Dealer Manager for
the Tender Offer. D.F. King & Co, Inc. served as the Tender and
Information Agent for the Tender Offer.
This news release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Tender Offer
was made only by, and pursuant to the terms of, the Tender Offer
Documents. The Tender Offer was not 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 was 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 affiliates, has made 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". 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 settlement of the Tender
Offer, 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.