Current Report Filing (8-k)
22 Novembro 2022 - 08:58AM
Edgar (US Regulatory)
0001437107false00014371072022-11-222022-11-22
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
November 22, 2022
Warner Bros. Discovery, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
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Delaware
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35-2333914
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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230 Park Avenue South
New York, New York 10003
(Address of principal executive offices, including zip
code)
212-548-5555
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[☐]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[☐]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[☐]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[☐]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
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Series A Common Stock |
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WBD |
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Nasdaq |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events
On November 22, 2022, Discovery Communications, LLC (“DCL”), a
wholly owned subsidiary of Warner Bros. Discovery, Inc., issued
notices for (i) the redemption in full of all $191,979,000
aggregate principal amount outstanding of its 3.250% Senior Notes
due 2023 (CUSIP: 25470DAH2) (the “3.250% Notes”), in accordance
with the terms of the indenture governing the 3.250% Notes and (ii)
the redemption in full of all $795,865,000 aggregate principal
amount outstanding of its 2.950% Senior Notes due 2023 (the “2.950%
Notes” and together with the 3.250% Notes, the “Notes”) (CUSIP:
25470DAQ2), in accordance with the terms of the indenture governing
the 2.950% Notes.
The Notes will be redeemed on December 22, 2022 (the “Redemption
Date”) at a redemption price with respect to each Note equal to the
greater of (i) 100% of the principal amount of the Notes being
redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of
interest accrued to the Redemption Date and assuming that the
2.950% Notes mature on February 20, 2023) discounted to the
Redemption Date on a semi-annual basis at a comparable treasury
rate plus 20 basis points, plus accrued and unpaid interest thereon
to the Redemption Date.
On the Redemption Date, the applicable redemption prices will
become due and payable on the Notes and, unless DCL defaults in the
payment of the applicable redemption prices, interest on the Notes
will cease to accrue on and after the Redemption Date. The notices
of redemption specifying the terms, conditions and procedures for
the redemption of the Notes are available through U.S. Bank Trust
Company, National Association, located at One Federal Street, 10th
Floor, Boston, Massachusetts, 02110, as paying agent for the Notes.
The foregoing does not constitute a notice of redemption for the
Notes.
Item 9.01. Financial Statements and
Exhibits
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101 |
Inline XBRL Instance Document - the instance document does not
appear in the Interactive Date File because its XBRL tags are
embedded within the Inline XBRL document |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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Warner Bros. Discovery, Inc.
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Date: November 22, 2022
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By: |
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/s/ Gunnar Wiedenfels
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Gunnar Wiedenfels
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Chief Financial Officer |
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Discovery (NASDAQ:DISCA)
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Discovery (NASDAQ:DISCA)
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