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. 9, 2023 /PRNewswire/ --
Warner Bros. Discovery, Inc. ("Warner Bros. Discovery"
or the "Company") today announced the pricing terms of the
previously announced cash tender offers (each, a "Tender
Offer" and together, the "Tender Offers") by its
wholly-owned subsidiaries, Warner Media, LLC, Historic TW Inc.,
Discovery Communications, LLC and WarnerMedia Holdings, Inc. (each
an "Issuer" and together, the "Issuers") to purchase
any and all of the respective Issuer's outstanding notes described
in the table below (together, the "Notes"). The
consideration offered for each series of Notes per $1,000 principal amount of such Notes validly
tendered and accepted for purchase pursuant to the applicable
Tender Offer is set forth 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
|
Fixed
Spread
(basis
points)
|
Consideration(1)
|
Warner Media,
LLC
|
4.050% Senior
Notes due 2023
|
$67,262,000
|
887317AR6
|
0.125% UST due
December 15, 2023
|
FIT3
|
+25
|
$994.64
|
Historic TW
Inc.
|
7.570% Senior
Notes due 2024
|
$32,782,000
|
887315BH1
|
2.500% UST due
January 31, 2024
|
FIT3
|
+30
|
$1,008.13
|
Discovery
Communications, LLC
|
3.800% Senior
Notes due 2024
|
$383,192,000
|
25470DAM1
|
0.250% UST due
March 15, 2024
|
FIT3
|
+30
|
$989.01
|
WarnerMedia Holdings,
Inc.
|
3.528% Senior
Notes due 2024
|
$499,290,000
|
U56632AK6
55903VAV5
|
0.250% UST due
March 15, 2024
|
FIT3
|
+30
|
$987.36
|
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
|
$986.80
|
Warner Media,
LLC
|
3.550% Senior
Notes due 2024
|
$54,014,000
|
887317AV7
|
2.500% UST due
May 31, 2024
|
FIT3
|
+35
|
$982.80
|
(1)
|
Per $1,000 principal
amount of Notes validly tendered and not validly withdrawn before
the Expiration Time (as defined below) and accepted for purchase.
In addition to the applicable consideration, all holders whose
Notes are accepted for purchase will also receive accrued and
unpaid interest on such Notes, if any, up to, but excluding, the
Settlement Date (as defined below).
|
The consideration offered per $1,000 principal amount of each series of Notes
validly tendered and accepted for purchase pursuant to the
applicable Tender Offer was calculated by reference to the relevant
Fixed Spread and the relevant Reference U.S. Treasury Security set
forth in the table above, in the manner described in the Offer to
Purchase.
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.