WBD wins high noteholder support for debt amendments
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Rhea-AI Filing Summary
Warner Bros. Discovery has received the requisite consents from holders of multiple series of senior unsecured notes issued by Discovery Communications, LLC and Discovery Global Holdings, Inc. to adopt proposed amendments to the governing indentures in connection with the planned acquisition of WBD by Paramount Skydance Corporation.
The amendments extend the deadline to commence required junior lien exchange offers to the Merger Agreement’s End Date of March 4, 2027 (with adjustments if the merger terminates) and modify terms of future junior lien exchange notes depending on whether the acquisition closes. Consent participation was very high across series, including 99.18% of DGH’s $4,301,142,000 5.050% notes due 2042 and 95.44% of its $3,012,152,000 4.279% notes due 2032.
All consenting holders will receive a cash consent payment of $2.50 or €2.50 per $1,000/€1,000 principal amount, with the payment date expected on or about May 29, 2026. In line with the Merger Agreement, Paramount intends to fund all consent payments and related fees using cash on hand, regardless of whether the acquisition is ultimately completed.
Insights
WBD secures broad noteholder consent to reshape debt terms tied to the Paramount Skydance acquisition.
Consent levels across the Warner Bros. Discovery note complex are very high, often above 95%, enabling amendments to multiple senior unsecured indentures. These changes primarily push out the deadline to launch junior lien exchange offers and refine how those future secured notes would look if the Paramount transaction closes or terminates.
A key point is that Paramount, not WBD, intends to fund the $2.50/€2.50 per $1,000/€1,000 consent fee and related expenses using cash on hand, even if the acquisition is not completed. That keeps direct cash outlay for WBD limited in this step while aligning noteholder terms with the merger framework.
The overall impact on valuation will depend on how the eventual junior lien exchange notes are structured and whether the acquisition closes under the current Merger Agreement timeline ending on March 4, 2027. Subsequent company filings and Paramount’s offer materials will contain the detailed economics of any exchange or tender activity built on these consents.
8-K Event Classification
Key Figures
Key Terms
Consent Solicitations financial
Supplemental Indentures financial
Junior Lien Exchange Notes financial
Applicable Take-Out Facility financial
Temporary Identifier financial
Concurrent Paramount Offers financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Warner Bros. Discovery (WBD) announce regarding its senior notes consents?
How are the Warner Bros. Discovery noteholder consents linked to the Paramount Skydance acquisition?
What consent fee are Warner Bros. Discovery noteholders receiving for the WBD Consent Solicitations?
Who will fund the consent payments in the Warner Bros. Discovery debt amendments?
What levels of participation did Warner Bros. Discovery achieve in its noteholder consents?
When is the payment date for Warner Bros. Discovery’s consent fees to noteholders?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
Commission File Number:
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(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
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 1.01 | Entry into a Material Definitive Agreement. |
On May 27, 2026, Warner Bros. Discovery, Inc. (the “Company” or “WBD”) announced that its wholly-owned subsidiaries, Discovery Communications, LLC (“DCL”) and Discovery Global Holdings, Inc. (“DGH”, and together with DCL, the “Issuers”), had received the required consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to the indentures governing the Notes (as defined below) in the previously announced Consent Solicitations (as defined below).
As previously announced, on May 19, 2026, the Issuers commenced solicitations of consents (the “Consent Solicitations”) from holders of (i) DCL’s 3.950% Senior Notes due 2028, (ii) DCL’s 4.125% Senior Notes due 2029, (iii) DCL’s 3.625% Senior Notes due 2030, (iv) DCL’s 5.000% Senior Notes due 2037, (v) DCL’s 6.350% Senior Notes due 2040, (vi) DCL’s 4.950% Senior Notes due 2042, (vii) DCL’s 4.875% Senior Notes due 2043, (viii) DCL’s 5.200% Senior Notes due 2047, (ix) DCL’s 5.300% Senior Notes due 2049, (x) DGH’s 3.755% Senior Notes due 2027, (xi) DGH’s 4.054% Senior Notes due 2029, (xii) DGH’s 4.279% Senior Notes due 2032, (xiii) DGH’s 5.050% Senior Notes due 2042, (xiv) DGH’s 5.141% Senior Notes due 2052, (xv) DGH’s 4.302% Senior Notes due 2030, and (xvi) DGH’s 4.693% Senior Notes due 2033 (collectively, the “Notes”) to adopt the Proposed Amendments to the indentures governing the applicable Notes. The terms and conditions of the Consent Solicitations are set forth in the Issuers’ Consent Solicitation Statement, dated May 19, 2026 (the “Consent Solicitation Statement”). The Requisite Consents were received and accepted by the Issuers, and the Consent Solicitations subsequently expired at 5:00 p.m., New York City time, on May 26, 2026.
As a result of receiving the Requisite Consents, each of DCL and DGH executed and delivered the following supplemental indentures to the applicable indentures (collectively, the “Supplemental Indentures”) relating to the Proposed Amendments. Each of the Supplemental Indentures is effective upon execution and delivery thereof, but will become operative only upon the payment date for the applicable Consent Solicitation (which is expected to occur on or about May 29, 2026):
(i) Twenty-Fourth Supplemental Indenture, dated May 26, 2026, among DCL, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (in such capacity, the “DCL Indenture Trustee”), with respect to the Indenture, dated August 19, 2009, among DCL, as the issuer, the guarantors from time to time party thereto and the DCL Indenture Trustee, as trustee (the “DCL Supplemental Indenture”);
(ii) Third Supplemental Indenture, dated May 26, 2026, among DGH, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “DGH Indenture Trustee”), with respect to the Indenture, dated March 15, 2022, among DGH, as the issuer, the guarantors from time to time party thereto and the DGH Indenture Trustee, as trustee (the “2022 DGH Supplemental Indenture”); and
(iii) Fourth Supplemental Indenture, dated May 26, 2026, among DGH, as the issuer, the guarantors from time to time party thereto and the DGH Indenture Trustee, as trustee, with respect to the Indenture, dated as of March 10, 2023, among DGH, as the issuer, the guarantors from time to time party thereto and the DGH Indenture Trustee, as trustee (the “2023 DGH Supplemental Indenture”).
The DCL Supplemental Indenture, the 2022 DGH Supplemental Indenture and the 2023 DGH Supplemental Indenture, if they become operative, will, among other things, (i) extend the deadline by which the Issuers are obligated to commence an offer for junior lien secured notes (“Junior Lien Exchange Notes”) of the Issuers to holders of the Notes in exchange for the Notes (the “Required Exchange Transactions”) from December 30, 2026 to the End Date (as defined in the Agreement and Plan of Merger (the “Merger Agreement”) governing the acquisition of WBD (the “Acquisition”) by Paramount Skydance Corporation (“Paramount”)), which is March 4, 2027 (as such date may be extended by the parties to the Merger Agreement); provided that if the Merger Agreement is validly terminated on or prior to such date, such deadline shall be the date that is the later of (x) December 30, 2026 and (y) 90 calendar days following the date on which the Merger Agreement is validly terminated, (ii) specify that either: (1) if the Acquisition is consummated, (a) such Junior Lien Exchange Notes will not include a restrictive liens covenant or a restricted debt prepayments covenant, (b) such Junior Lien Exchange Notes will be guaranteed on a senior basis by WBD and each subsidiary of the applicable Issuer that is an obligor under the senior secured funded debt facility
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with the lowest lien priority to which WBD is an obligor as of the consummation of the Acquisition (the “Applicable Take-Out Facility”), (c) such Junior Lien Exchange Notes will be secured by the assets of WBD, the applicable Issuer, and such applicable guarantor subsidiaries, with such modifications as deemed necessary or advisable by the applicable Issuer to reflect liens on such assets that are junior in priority to the Applicable Take-Out Facility, and (d) the requirement that the same principal amount of Junior Lien Exchange Notes be issued in exchange for the applicable Notes in the Required Exchange Transactions will be removed, or (2) if the Acquisition is not consummated or the Merger Agreement is validly terminated pursuant to its terms, such Junior Lien Exchange Notes will be substantially consistent (as determined by the applicable Issuer (in its sole discretion)) with the terms expressly set forth under the “Brief Description of the Junior Lien Exchange Notes” section of the offer to purchase and consent solicitation statement, dated as of June 9, 2025, subject to the modifications described in the Consent Solicitation Statement, and (iii) make certain technical and other modifications, as described in the Consent Solicitation Statement, to reflect the foregoing contemplated amendments and to cure certain ambiguities in the applicable indentures.
The foregoing description of the Supplemental Indentures does not purport to be complete, is subject to and is qualified in its entirety by reference to the copies of the Supplemental Indentures attached hereto as Exhibits 4.1, 4.2 and 4.3, which are incorporated herein by reference.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The disclosures set forth in Item 1.01 (including information incorporated therein by reference) are incorporated by reference into this Item 3.03.
| Item 8.01 | Other Events. |
On May 27, 2026, the Company issued a press release announcing the receipt of the Requisite Consents for the adoption of the Proposed Amendments to the indentures governing the applicable Notes in the previously announced Consent Solicitations. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Concerning Forward-Looking Information
This Current Report on Form 8-K (including the exhibits attached hereto) contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Acquisition. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially. Risks and uncertainties include, but are not limited to: the Issuers’ ability to settle the Consent Solicitations on the terms described herein or at all; the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of Paramount or WBD stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s and WBD’s streaming businesses; the adverse impact on Paramount’s and WBD’s respective advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s or WBD’s decisions to invest in new businesses, products, services, and technologies, and the evolution of Paramount’s or WBD’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount’s or WBD’s content; damage to Paramount’s or WBD’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and
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evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount’s and WBD’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s or WBD’s businesses generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s or WBD’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies; litigation related to the Acquisition and other matters or transactions; risks associated with Paramount’s or WBD’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; and risks related to Paramount’s or WBD’s indebtedness, including Paramount’s or WBD’s substantial outstanding debt obligations, Paramount’s or WBD’s ability to incur substantially more debt and Paramount’s or WBD’s ability to meet the financial and other covenants contained in the agreements governing their respective indebtedness. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, including in the section captioned “Cautionary Note Concerning Forward-Looking Statements,” and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
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| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 4.1 | Twenty-Fourth Supplemental Indenture, dated May 26, 2026, among DCL, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee | |
| 4.2 | Third Supplemental Indenture, dated May 26, 2026, among DGH, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee | |
| 4.3 | Fourth Supplemental Indenture, dated May 26, 2026, among DGH, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee | |
| 99.1 | Press Release of Warner Bros. Discovery, Inc., dated May 27, 2026 | |
| 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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Date: May 27, 2026 |
WARNER BROS. DISCOVERY, INC. | |||||
| By: |
/s/ Gunnar Wiedenfels | |||||
| Name: |
Gunnar Wiedenfels | |||||
| Title: |
Chief Financial Officer | |||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Investor Contact:
Investor.Relations@wbd.com
212-548-5882
Media Contacts:
Megan Klein
Megan.Klein@wbd.com
310-210-5018
Joe Libonati
Joe.Libonati@wbd.com
917-287-6763
Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in
Consent Solicitations
(New York, NY) – May 27, 2026 – Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”) today announced that the requisite consents (“Requisite Consents”) have been received pursuant to the previously-announced consent solicitations (the “Consent Solicitations”) conducted by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”) to adopt certain proposed amendments (the “Proposed Amendments”) with respect to each of the indentures (the “Existing WBD Indentures”) governing the WBD Issuers’ respective senior unsecured notes described in the table below (collectively, the “WBD Notes”).
As of 5:00 p.m., New York City time, on May 26, 2026, which was the expiration time for the delivery of consents in connection with the Consent Solicitations (the “Expiration Time”), consents representing the principal amount of WBD Notes as described in the table below had been validly delivered and had not been validly revoked. As a result, the WBD Issuers have received the Requisite Consents for the adoption of the Proposed Amendments for each of the Existing WBD Indentures. Upon receipt and acceptance of the Requisite Consents by the WBD Issuers, all consents became irrevocable. Supplemental indentures relating to the Proposed Amendments to the applicable Existing WBD Indentures were executed by the WBD Issuers and the trustee on May 26, 2026 in connection with the receipt of Requisite Consents and became effective at the time of execution, but will only become operative upon the Payment Date (as defined below).
The Consent Solicitations were conducted in connection with the proposed acquisition (the “Acquisition”) by Paramount Skydance Corporation (“Paramount”) of WBD. Concurrently with the Consent Solicitations, Paramount separately commenced (i) offers to purchase (the “Paramount Tender Offers”) for cash any and all of certain specified notes in certain series of WBD Notes held by Eligible Consenting Holders (as defined below) and (ii) offers to exchange (the “Paramount Exchange Offers” and together with the Paramount Tender Offers, the “Concurrent Paramount Offers”) any and all of certain specified notes in certain series of WBD Notes of Eligible Consenting Holders for a corresponding series of newly issued second-lien secured notes to be issued by Paramount, in each case as described in Paramount’s offering materials. The Expiration Time for the Consent Solicitations is not related to the expiration time of the Concurrent Paramount Offers.
Holders of WBD Notes bearing the identifiers set forth in the fifth column of the table below who validly delivered (and did not validly revoke) their consents in the applicable Consent Solicitation are referred to herein as “Eligible Consenting Holders.” Holders of WBD Notes bearing the identifiers set forth in the sixth column of the table below who validly delivered (and did not validly revoke) their consents are not eligible to participate in the Concurrent Paramount Offers and are referred to herein as “Non-Eligible Consenting Holders.”
Only the WBD Notes of Eligible Consenting Holders will be moved into a temporary CUSIP, ISIN or XS ISIN number (a “Temporary Identifier”) for such WBD Notes on the Payment Date, which WBD Notes will, from the period commencing
from the time such WBD Notes are moved into such Temporary Identifiers, which is expected to occur on the Payment Date, until the expiration of the applicable Concurrent Paramount Offer, trade separately from the WBD Notes of holders who have not so consented or, in the case of Non-Eligible Consenting Holders, who have so consented but whose WBD Notes were not moved into Temporary Identifiers, which will retain their existing CUSIP, ISIN or XS ISIN number, as reflected in the table set forth below. At the conclusion of the Concurrent Paramount Offers, any WBD Notes with Temporary Identifiers will be re-assigned their respective existing CUSIP, ISIN, or XS ISIN number, as applicable (provided that there has not been any “significant modification” with respect to such WBD Notes for U.S. federal income tax purposes).
Nothing in this press release should be construed as an offer to purchase or exchange any of the WBD Notes, as the Concurrent Paramount Offers are separate offers by Paramount being made only to the recipients of an offering memorandum or an offer to purchase, as applicable, in each case upon the terms and subject to the conditions set forth therein. The Concurrent Paramount Offers are being made solely by Paramount and not by WBD or the WBD Issuers.
Information about each series of WBD Notes, including the results of the Consent Solicitations, is summarized below.
| WBD |
WBD Notes |
Issuer of Notes |
Aggregate Amount |
CUSIP No. / |
CUSIP No. / |
Aggregate |
Percentage |
Consideration per | ||||||||
| 1 | 3.950% Senior Notes due 2028 | DCL Issuer | $1,389,365,000 | 25470D BS7 US25470DBS71 |
25470D AR0 US25470DAR08 |
$1,295,411,000 | 93.24% | $2.50 in cash | ||||||||
| 1 | 4.125% Senior Notes due 2029 | DCL Issuer | $750,000,000 | 25470D CA5 US25470DCA54 |
25470D BF5 US25470DBF50 |
$696,114,000 | 92.82% | $2.50 in cash | ||||||||
| 1 | 3.625% Senior Notes due 2030 | DCL Issuer | $1,000,000,000 | 25470D CC1 US25470DCC11 |
25470D BJ7 US25470DBJ72 |
$943,694,000 | 94.37% | $2.50 in cash | ||||||||
| 1 | 5.000% Senior Notes due 2037 | DCL Issuer | $548,132,000 | 25470D BY4 US25470DBY40 |
25470DAS8 US25470DAS80 |
$535,547,000 | 97.70% | $2.50 in cash | ||||||||
| 1 | 6.350% Senior Notes due 2040 | DCL Issuer | $657,994,000 | 25470D BZ1 US25470DBZ15 |
25470D AD1 US25470DAD12 |
$592,602,000 | 90.06% | $2.50 in cash | ||||||||
| 1 | 4.950% Senior Notes due 2042 | DCL Issuer | $218,508,000 | 25470D BW8 US25470DBW83 |
25470D AG4 US25470DAG43 |
$207,865,000 | 95.13% | $2.50 in cash | ||||||||
| 1 | 4.875% Senior Notes due 2043 | DCL Issuer | $214,974,000 | 25470D BX6 US25470DBX66 |
25470D AJ8 US25470DAJ81 |
$189,573,000 | 88.18% | $2.50 in cash | ||||||||
| 1 | 5.200% Senior Notes due 2047 | DCL Issuer | $152,103,000 | 25470D BV0 US25470DBV01 |
25470D AT6 US25470DAT63 |
$120,216,000 | 79.04% | $2.50 in cash | ||||||||
| 1 | 5.300% Senior Notes due 2049 | DCL Issuer | $279,031,000 | 25470D BU2 US25470DBU28 |
25470D BG3 US25470DBG34 |
$268,846,000 | 96.35% | $2.50 in cash | ||||||||
| 2 | 3.755% Senior Notes due 2027 | DGH Issuer | $1,350,039,000 | 55903V BL6 US55903VBL62 55903VBK8 US55903VBK89 U55632 AM2 USU55632AM23 |
55903V BA0 US55903VBA08 55903V AG8 US55903VAG86 U55632 AD2 USU55632AD24 |
$1,293,695,000 | 95.83% | $2.50 in cash | ||||||||
| 2 | 4.054% Senior Notes due 2029 | DGH Issuer | $1,500,000,000 | 55903V BY8 US55903VBY83 55903VBX0 US55903VBX01 U55632 AT7 USU55632AT75 |
55903V BB8 US55903VBB80 55903V AJ2 US55903VAJ26 U55632 AE0 USU55632AE07 |
$1,436,131,000 | 95.74% | $2.50 in cash | ||||||||
| 2 | 4.279% Senior Notes due 2032 | DGH Issuer | $3,012,152,000 | 55903V BQ5 US55903VBQ59 55903V BP7 US55903VBP76 |
55903V BC6 US55903VBC63 55903V AL7 US55903VAL71 |
$2,874,832,000 | 95.44% | $2.50 in cash | ||||||||
| WBD |
WBD Notes |
Issuer of |
Aggregate Principal Amount |
CUSIP No. / |
CUSIP No. / |
Aggregate |
Percentage |
Consideration per | ||||||||
| 2 | 5.050% Senior Notes due 2042 | DGH Issuer | $4,301,142,000 | 55903V BW2 US55903VBW28 55903V BV4 US55903VBV45 U55632 AS9 USU55632AS92 |
55903V BD4 US55903VBD47 |
$4,265,779,000 | 99.18% | $2.50 in cash | ||||||||
| 2 | 5.141% Senior Notes due 2052 | DGH Issuer | $1,080,704,000 | 55903V BU6 US55903VBU61 55903V BT9 US55903VBT98 |
55903V BE2 US55903VBE20 |
$1,057,946,000 | 97.89% | $2.50 in cash | ||||||||
| 3 | 4.302% Senior Notes due 2030 | DGH Issuer | €301,077,000 | XS3099830765 309983076 |
XS2821805533 282180553 |
€262,030,000 | 87.03% | €2.50 in cash | ||||||||
| 3 | 4.693% Senior Notes due 2033 | DGH Issuer | €395,568,000 | XS3099829593 309982959 |
XS2721621154 272162115 |
€355,955,000 | 89.99% | €2.50 in cash | ||||||||
| (1) | No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the WBD Notes. Such identifiers are provided solely for the convenience of the holders. |
| (2) | Holders of WBD Notes bearing the identifier set forth in this column who validly delivered (and did not validly revoke) their consents in the applicable Consent Solicitation will receive a Temporary Identifier and are referred to herein as Eligible Consenting Holders and will be eligible to participate in the applicable Concurrent Paramount Offer. |
| (3) | Holders of WBD Notes bearing the identifier set forth in this column who validly delivered (and did not validly revoke) their consents in the applicable Consent Solicitation will not be eligible to participate in the Concurrent Paramount Offers and are referred to herein as Non-Eligible Consenting Holders. |
| (4) | Represents the aggregate principal amount of WBD Notes for which consents had been validly delivered and had not been validly revoked as of the Expiration Time. |
| (5) | Represents the percentage of the aggregate principal amount of WBD Notes outstanding for which consents had been validly delivered and had not been validly revoked as of the Expiration Time. |
All Eligible Consenting Holders and Non-Eligible Consenting Holders who validly delivered (and did not validly revoke) their consents in the applicable Consent Solicitation at or prior to the Expiration Time are eligible to receive, for each $1,000 or €1,000, as applicable, in aggregate principal amount of WBD Notes for which consents were validly delivered and accepted, a consent fee of $2.50 or €2.50, as applicable, in cash (the “Consent Payment”).
Upon the terms and subject to the conditions of the Consent Solicitations, the payment date for the Consent Solicitations will occur promptly after the Expiration Time (the “Payment Date”) and is expected to occur on or about May 29, 2026. Each Consent Solicitation is a separate solicitation, and each may be individually consummated, subject to certain conditions and applicable law, at any time in the WBD Issuers’ sole discretion, and without also consummating the Consent Solicitation with respect to any other Class of WBD Notes.
In accordance with the Merger Agreement, Paramount intends to pay the Consent Payment in the Consent Solicitations and related fees and expenses on the WBD Issuers’ behalf using cash on hand. Paramount will fund all payments in connection with the Consent Solicitations regardless of whether the Acquisition is completed. None of WBD or the WBD Issuers have any obligation to pay the Consent Payment.
WBD has engaged Global Bondholder Services Corporation to act as the tabulation and information agent (the “Tabulation and Information Agent”) for the Consent Solicitations. Questions concerning the Consent Solicitations, or requests for additional copies of the Consent Solicitation Statement or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Consent Solicitations.
WBD has engaged BofA Securities and Citigroup as solicitation agents (in such capacity, the “Solicitation Agents”) for the Consent Solicitations. Holders with questions regarding the Consent Solicitations should contact BofA Securities at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com.
This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security or a solicitation of consents in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Consent Solicitations were made only by, and pursuant to the terms of, the Consent Solicitation Statement, dated May 19, 2026, along with any amendments and supplements thereto.
About Warner Bros. Discovery
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others.
Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding the Acquisition and the other transactions referred to herein. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially. Risks and uncertainties include, but are not limited to: the WBD Issuers’ ability to settle the Consent Solicitations on the terms described herein or at all; the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of Paramount or WBD stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s and WBD’s streaming businesses; the adverse impact on Paramount’s and WBD’s respective advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s or WBD’s decisions to invest in new businesses, products, services, and technologies, and the evolution of Paramount’s or WBD’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount’s or WBD’s content; damage to Paramount’s or WBD’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount’s and WBD’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s or WBD’s businesses generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s or WBD’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies; litigation related to the Acquisition and other matters or transactions; risks associated with Paramount’s or WBD’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; and risks related to Paramount’s or WBD’s indebtedness, including Paramount’s or WBD’s
substantial outstanding debt obligations, Paramount’s or WBD’s ability to incur substantially more debt and Paramount’s or WBD’s ability to meet the financial and other covenants contained in the agreements governing their respective indebtedness. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, including in the section captioned “Cautionary Note Concerning Forward-Looking Statements,” and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
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Source: Warner Bros. Discovery, Inc.