Warner Bros. Discovery Announces Commencement of Cash Tender Offer and Consent Solicitation

Core Points - Warner Bros. Discovery, Inc. has initiated offers to purchase outstanding notes and debentures totaling up to $14.6 billion, along with soliciting consents for proposed amendments to the indentures governing these notes [1][2][3] Group 1: Offer Details - The offers will expire at 5:00 p.m. New York City time on July 9, 2025, unless extended or terminated earlier [2] - To receive the Total Consideration, holders must validly tender their notes by June 23, 2025, to be eligible for the Early Tender Premium [2][3] - Holders who tender notes after the Early Tender Deadline will receive the Tender Offer Consideration, which is the Total Consideration minus the Early Tender Premium [2] Group 2: Consent Solicitation - The company is soliciting consents from holders of certain series of notes to adopt proposed amendments, with a Consent Expiration Time set for June 13, 2025 [2][3] - Holders of specific notes can deliver Consent Only Instructions without tendering their notes [3][4] - The Total Consideration for each series of notes will be determined on June 24, 2025, unless extended [2][3] Group 3: Financial Details - The aggregate purchase price for the offers is capped at $14.6 billion, subject to Pool Tender Caps and SubCaps [1][3] - Specific notes have different acceptance priority levels, with the highest priority being level 1 [3][4] - The Total Consideration includes an Early Tender Premium of $50 per $1,000 principal amount for eligible notes [2][3]