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]

Financial Data and Key Metrics Changes - The company reported first quarter revenues of $325 million, which is 1% below the same period last year, with adjusted pretax income of $56 million and adjusted EPS of $1.05, marking record Q1 adjusted net income and EPS [4][6][10] - Adjusted pretax margin improved to 17.3% from 16.8% year over year [10] - The effective tax rate for the first quarter was 16.5%, with expectations for the full year to remain around the same rate [10][12] Business Line Data and Key Metrics Changes - Revenues in Strategic Advisory increased modestly compared to the previous year, while revenues in Restructuring and PJT Park Hill decreased slightly year over year [6][14] - The company expects full year 2025 Strategic Advisory revenues to be significantly higher than 2024 levels, driven by anticipated closings of previously announced transactions [16][82] Market Data and Key Metrics Changes - The current environment is characterized by volatile capital markets, subdued M&A activity, and fragile business confidence, impacting overall market sentiment [5][19] - The number of announced M&A transactions declined by more than 15% compared to the previous year, despite a modest increase in the dollar value of global announced M&A [15][19] Company Strategy and Development Direction - The company remains committed to investing in its strategic advisory franchise to position itself for future opportunities, despite current market uncertainties [18] - The firm is experiencing elevated activity levels in liability management, with expectations to maintain performance consistent with last year's record results [13][81] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the firm's outlook for the year, stating it remains substantially unchanged despite current economic uncertainties [19][81] - The company anticipates a potential increase in restructuring and liability management activity if economic pressures persist [13][30] Other Important Information - The company ended the quarter with $227 million in cash and no funded debt outstanding [11] - A dividend of $0.25 per share was approved, to be paid on June 18, 2025 [12] Q&A Session Summary Question: Thoughts on Strategic Advisory and partner productivity in a normalized environment - Management indicated that in a normalized environment, there could be a meaningful increase in partner productivity due to better network effects and franchise value [21][23] Question: Growth algorithm for restructuring business amid economic uncertainty - Management affirmed their commitment to the restructuring business, noting that they do not view themselves as capacity constrained and expect continued elevated activity levels [25][28] Question: Discussions with private equity regarding M&A and IPOs - Management noted a slowing of activity in the private equity space, particularly in capital return and IPOs, but emphasized ongoing interest in high-quality assets [35][37] Question: Impact of high yield market stress on liability management assignments - Management acknowledged that both liability management and bankruptcies are likely to increase in a risk-off environment, with more opportunities for restructuring [49][50] Question: Regulatory posture on M&A deals under the new administration - Management described the regulatory environment as mixed, with some confidence in moving forward with deals, but noted that large transactions are still being scrutinized [65][67] Question: Recruiting environment and potential for increased hiring - Management indicated that while demand for talent remains strong, the ability to attract individuals may improve as market conditions evolve [68][70]

Financial Data and Key Metrics Changes - The company reported first quarter revenues of $325 million, which is 1% below the same period last year, with adjusted pretax income of $56 million and adjusted EPS of $1.05, reflecting record Q1 adjusted net income and EPS [4][7][10] - Adjusted pretax margin improved to 17.3% from 16.8% year over year [10] - The effective tax rate for the first quarter was 16.5%, with expectations for the full year to remain around the same level [10] Business Line Data and Key Metrics Changes - Revenues in Strategic Advisory increased modestly compared to the previous year, while revenues in Restructuring and PJT Park Hill decreased slightly year over year [7][14] - The company expects full year 2025 Strategic Advisory revenues to be significantly higher than 2024 levels, driven by anticipated closings of previously announced transactions [15][16] Market Data and Key Metrics Changes - The current environment is characterized by volatile capital markets, subdued M&A activity, and fragile business confidence, impacting overall market sentiment [5][18] - The number of announced transactions in global M&A declined by more than 15% compared to the previous year, despite a modest increase in dollar value [15] Company Strategy and Development Direction - The company remains committed to investing in its strategic advisory franchise to position itself for future opportunities, despite current market conditions [17] - The firm is experiencing elevated activity levels in liability management, with expectations to maintain performance consistent with last year's record results [13][17] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the firm's growth prospects, stating that the full year outlook remains unchanged despite current uncertainties [18] - The geopolitical uncertainties and economic pressures are expected to create both challenges and opportunities for the firm moving forward [18][54] Other Important Information - The company ended the quarter with $227 million in cash and short-term investments, with no funded debt outstanding [11] - A dividend of $0.25 per share was approved, to be paid on June 18, 2025 [12] Q&A Session Summary Question: Thoughts on Strategic Advisory and partner productivity in a normalized environment - Management believes that in a normalized environment, there could be a meaningful increase in partner productivity due to better network effects and franchise value [20][22] Question: Growth algorithm for restructuring business amid economic uncertainty - Management indicated a commitment to the restructuring business, expecting continued elevated activity levels and potential increases if economic pressures persist [24][28] Question: Discussions with private equity regarding M&A and IPOs - While there is a slowing of activity, private equity sponsors continue to transact, albeit at a reduced pace, with a significant uptick in interest for continuation vehicles [33][36] Question: Impact of high yield market stress on liability management assignments - Management anticipates an increase in both liability management and bankruptcies as the market moves into a risk-off environment [46][48] Question: Regulatory posture on M&A deals under the new administration - The regulatory environment is mixed, with some confidence in moving forward, but uncertainty remains regarding large transactions [61][63] Question: Recruiting environment and potential for reaccelerating hiring - The company remains open to hiring top talent, with an increase in interest from potential recruits as market conditions evolve [64][66] Question: Growth trajectories across different business lines - Management expects restructuring and liability management to remain consistent with last year's levels, while Strategic Advisory is positioned for strong growth [78][80]