4.050% Senior Notes due 2023 Issued
by Warner Media, LLC
7.570% Senior Notes due 2024
Issued by Historic TW Inc.
3.800% Senior Notes due 2024
Issued by Discovery Communications, LLC
3.528% Senior Notes due 2024 Issued by WarnerMedia Holdings,
Inc.
3.428% Senior Notes due 2024 Issued by WarnerMedia Holdings,
Inc.
3.550% Senior Notes due 2024 Issued by Warner Media,
LLC
NEW
YORK, Aug. 3, 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 subsidiaries, Warner Media, LLC, Historic TW Inc.,
Discovery Communications, LLC and WarnerMedia Holdings, Inc. (each
an "Issuer" and together, the "Issuers"), have
commenced cash tender offers (each, a "Tender Offer" and
together, the "Tender Offers") to purchase any and all of
the respective Issuer's outstanding notes described in the table
below (together, the "Notes"), for the consideration listed
in the table below. Capitalized terms used but not defined in this
press release have the meanings given to them in the Offer to
Purchase (as defined below).
Issuer/
Offeror
|
|
Title of
Security
|
|
Aggregate Principal
Amount Outstanding
|
|
CUSIP
|
|
Reference U.S
Treasury Security
|
|
Bloomberg Reference
Page/ Screen(1)
|
|
Fixed Spread (basis
points)
|
Warner Media,
LLC
|
|
4.050% Senior Notes due
2023
|
|
$67,262,000
|
|
887317AR6
|
|
0.125% UST due December
15, 2023
|
|
FIT3
|
|
+25
|
Historic TW
Inc.
|
|
7.570% Senior Notes due
2024
|
|
$32,782,000
|
|
887315BH1
|
|
2.500% UST due January
31, 2024
|
|
FIT3
|
|
+30
|
Discovery
Communications, LLC
|
|
3.800% Senior Notes due
2024
|
|
$383,192,000
|
|
25470DAM1
|
|
0.250% UST due March
15, 2024
|
|
FIT3
|
|
+30
|
WarnerMedia Holdings,
Inc.
|
|
3.528% Senior Notes due
2024
|
|
$499,290,000
|
|
U56632AK6 55903VAV5
|
|
0.250% UST due March
15, 2024
|
|
FIT3
|
|
+30
|
WarnerMedia Holdings,
Inc.
|
|
3.428% Senior Notes due
2024
|
|
$1,649,358,000
|
|
55903VAC7
U55632AB6 55903VAW3
|
|
0.250% UST due March
15, 2024
|
|
FIT3
|
|
+30
|
Warner Media,
LLC
|
|
3.550% Senior Notes due
2024
|
|
$54,014,000
|
|
887317AV7
|
|
2.500% UST due May 31,
2024
|
|
FIT3
|
|
+35
|
|
|
|
(1)
|
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, the Dealer Managers referred to below
will quote the applicable Reference U.S. Treasury Security from the
updated Bloomberg Reference Page/Screen.
|
Each Tender Offer will expire at 5:00
p.m., New York City time,
on August 9, 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 August 11, 2023. Each
Issuer expects to pay the applicable consideration for Notes
validly tendered, and not validly withdrawn at or prior to the
Expiration Time, on August 14, 2023
(the "Settlement Date"). Each Tender Offer is conditioned
upon satisfaction of certain conditions, but none of the Tender
Offers is conditioned upon completion of any of the other Tender
Offers.
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase, dated August
3, 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 Offers. The
Issuers have retained BofA Securities, Inc., Citigroup Global
Markets Inc. and RBC Capital Markets, LLC to act as the Dealer
Managers in connection with the Tender Offers. Copies of the Tender
Offer Documents may be obtained from D.F. King & Co., Inc., the
Tender and Information Agent for the Tender Offers, 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 Offers may also
be directed to the Dealer Managers as set forth below:
BofA Securities,
Inc.
620 South Tryon Street,
20th Floor
Charlotte, North
Carolina 28255
Attention: Liability
Management
Collect: +1 (980)
387-3907
Toll-Free: +1 (888)
292-0070
Email:
debt_advisory@bofa.com
|
Citigroup Global
Markets Inc.
388 Greenwich
Street,
Trading 4th Floor
New York, New York
10013
Attention: Liability
Management Group
Collect: +1 (212)
723-6106
Toll-Free: +1 (800)
558-3745
|
RBC Capital Markets,
LLC
Brookfield
Place
200 Vesey Street, 8th
Floor
New York, New York
10281
Attention: Liability
Management
Toll Free: +1 877 381
2099
Collect +1 212 618
7843
Email:
liability.management@rbccm.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 Offers. 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 applicable Tender Offer. None of the Issuers,
the Tender and Information Agent or any of the Dealer Managers, 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 any of the Tender Offers, and
accordingly none of the Tender and Information Agent or any of the
Dealer Managers, nor any of their respective affiliates, 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 Issuer,
the Company or the Notes which is material in the context of the
applicable 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 applicable Tender
Offer). The Company may also redeem any of the Notes that remain
outstanding after the Expiration Time pursuant to the terms of the
applicable indenture governing such Notes. 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 Offers
are being made only by, and pursuant to the terms of, the Tender
Offer Documents. The Tender Offers are 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 any of the Dealer Managers on behalf of the Issuer.
None of the Issuers, the Tender and Information Agent or any of the
Dealer Managers, 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 Offers.
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, Max,
discovery+, CNN, DC, Eurosport, HBO, 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 expiration and settlement
of the Tender Offers, the satisfaction of conditions to
the Tender Offers, whether the Tender Offers 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.