| Item 1.01 |
Entry into a Material Definitive Agreement. |
Senior Notes
On March 10, 2023, WarnerMedia Holdings, Inc. (“WMH”), a wholly-owned subsidiary of Warner Bros. Discovery, Inc. (“WBD”), completed its registered offering of $1,500,000,000 aggregate principal amount of its 6.412% Senior Notes due 2026 (the “Senior Notes”). The offering of the Senior Notes was made pursuant to WMH’s effective automatic shelf registration statement on Form S-3 (File No. 333-264453), including a prospectus, which became effective upon filing with the Securities and Exchange Commission on April 22, 2022 (the “Registration Statement”).
The Senior Notes were issued pursuant to an indenture, dated as of March 10, 2023 (the “Base Indenture”), among WMH, WBD and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, dated as of March 10, 2023 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among WMH, WBD, Discovery Communications, LLC (“DCL”), a wholly-owned subsidiary of WBD, Scripps Networks Interactive, Inc. (“Scripps”), a wholly-owned subsidiary of WBD, and the Trustee. The Indenture contains certain covenants, events of default and other customary provisions. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by WBD, DCL and Scripps (collectively, the “Guarantors”).
The Senior Notes bear interest at a rate of 6.412% per year and will mature on March 15, 2026. Interest on the Senior Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2023.
Prior to March 15, 2024, WMH may redeem the Senior Notes, in whole or in part, at any time and from time to time, at the applicable make-whole premium redemption price described in the prospectus supplement relating to the Senior Notes. On and after March 15, 2024, WMH may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed, plus any accrued and unpaid interest on the Senior Notes being redeemed to, but excluding, the redemption date.
The foregoing descriptions of the Senior Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture, which are filed hereto as Exhibit 4.1 and Exhibit 4.2, are incorporated herein by reference.
