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. 10, 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 August 9, 2023 (the "Expiration Time"), 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"). Capitalized
terms used but not defined in this press release have the meanings
given to them in the Offer to Purchase (as defined below).
The Tender Offers were announced on August 3, 2023 and were made pursuant to the
Offer to Purchase, dated August 3,
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"). According to information provided
by the Tender and Information Agent for the Tender Offers, the
following table presents the aggregate principal amount of each
series of Notes tendered and not validly withdrawn as of the
Expiration Time and the aggregate principal amount of each series
of Notes tendered pursuant to the guaranteed delivery procedures
described in the Tender Offer Documents.
Issuer/Offeror
|
Title of
Security
|
CUSIP
|
Aggregate
Principal
Amount
Outstanding
|
Aggregate
Principal
Amount
Tendered as of
Expiration
Time(1)
|
Aggregate
Principal
Amount
Tendered
pursuant to
Guaranteed
Delivery
|
Warner Media,
LLC
|
4.050% Senior
Notes due 2023
|
887317AR6
|
$67,262,000
|
$25,552,000
|
$0
|
Historic TW
Inc.
|
7.570% Senior
Notes due 2024
|
887315BH1
|
$32,782,000
|
$5,661,000
|
$0
|
Discovery
Communications,
LLC
|
3.800% Senior
Notes due 2024
|
25470DAM1
|
$383,192,000
|
$223,903,000
|
$837,000
|
WarnerMedia
Holdings, Inc.
|
3.528% Senior
Notes due 2024
|
U56632AK6
55903VAV5
|
$499,290,000
|
$366,357,000
|
$10,000
|
WarnerMedia
Holdings, Inc.
|
3.428% Senior
Notes due 2024
|
55903VAC7
U55632AB6
55903VAW3
|
$1,649,358,000
|
$1,282,615,000
|
$0
|
Warner Media,
LLC
|
3.550% Senior
Notes due 2024
|
887317AV7
|
$54,014,000
|
$6,263,000
|
$0
|
_____________________
|
(1)
|
Amounts do not include
the principal amount of the Notes tendered pursuant to the
guaranteed delivery procedures described in the Tender Offer
Documents.
|
Each Issuer expects to accept for purchase all applicable Notes
validly tendered and not validly withdrawn before 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 a Tender Offer will receive the applicable
Consideration for each $1,000
principal amount of such Notes in cash on the Settlement Date (as
defined below). In addition to the applicable Consideration, all
Holders whose Notes have been 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). Each Issuer
also expects to accept all applicable Notes validly tendered and
delivered pursuant to the guaranteed delivery procedures described
in the Tender Offer Documents. The Issuers will not accept any
further tenders.
The settlement date for Notes validly tendered and not validly
withdrawn before the Expiration Time and all Notes validly tendered
and delivered pursuant to the guaranteed delivery procedures is
expected to be August 14, 2023 (the
"Settlement Date"). Each Issuer intends to fund the purchase
of its Notes with cash on hand and other available sources of
liquidity, which may include borrowings under the Company's
revolving credit facility.
BofA Securities, Inc., Citigroup Global Markets Inc. and RBC
Capital Markets, LLC served as the Dealer Managers for the Tender
Offers. D.F. King & Co, Inc. served as the Tender and
Information Agent for the Tender Offers. Questions regarding the
Tender Offers may 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 is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Tender Offers
were made only by, and pursuant to the terms of, the Tender Offer
Documents. The Tender Offers were 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
any of the Dealer Managers on behalf of the Issuer. None of the
Issuers, the Tender and Information Agent or the Dealer Managers,
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 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 settlement of the Tender
Offers, 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.