Warner Bros. Discovery files 8-K on debt tender results and pricing terms

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. ("WBD") filed an 8-K on 24 June 2025 to disclose an Other Event relating to previously announced cash tender offers for substantially all outstanding notes and debentures issued by four wholly owned subsidiaries—Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC and Historic TW, Inc.

The filing confirms that:

• The tender offers and related consent solicitations were originally launched on 9 June 2025 via an Offer to Purchase and Consent Solicitation Statement.
• On 24 June 2025 WBD released two press statements: Exhibit 99.1 describes early participation results; Exhibit 99.2 details the pricing terms of the offers.
• No financial statements were included in the 8-K; quantitative details of accepted principal, consideration or savings will be found only in the attached press releases.
• The transaction targets multiple series of outstanding notes, including 4.302 % Senior Notes due 2030 and 4.693 % Senior Notes due 2033, both listed on Nasdaq.

The company characterises the disclosure strictly as informational—neither an offer to purchase nor a solicitation to sell securities outside the terms of the Offer to Purchase. Completion of the tender offers remains subject to customary conditions outlined in the original documentation.

From a corporate-finance perspective, repurchasing debt could streamline WBD’s capital structure and potentially lower future interest obligations, but the 8-K itself provides no numerical evidence of balance-sheet impact. Investors will need to review Exhibits 99.1 and 99.2 for uptake percentages, cost of funds and projected interest savings before drawing firm conclusions.

Positive

• Announced early participation and pricing of cash tender offers covering substantially all outstanding subsidiary notes, indicating proactive debt-management efforts that could improve capital structure.

Negative

• None.

Insights

Financial Analyst

TL;DR: 8-K signals debt-management move; impact unclear until tender uptake disclosed.

WBD’s 8-K confirms the early results and pricing of cash tender offers covering most subsidiary notes. The lack of embedded figures limits immediate valuation analysis, yet the strategy suggests management’s intent to retire or refinance legacy WarnerMedia and Discovery liabilities under potentially improved terms, consistent with earlier deleveraging guidance. Key diligence items—aggregate principal tendered, purchase premium and funding sources—reside in Exhibits 99.1 and 99.2, not the filing. Without those numbers, the market effect is likely muted in the short term. Should participation be high, the move may trim gross debt and interest expense, strengthening credit metrics; if take-up is low, benefits will be minimal. Overall, the event is directional but not conclusively material until detailed results are released.

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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): June 24, 2025

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177

Delaware						35-2333914
(State or other jurisdiction of incorporation)						(IRS Employer Identification No.)

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)

(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 Symbol(s)

Name of each exchange on which registered

Series A Common Stock

WBD

Nasdaq Global Select Market

4.302% Senior Notes due 2030

WBDI30

Nasdaq Global Market

4.693% Senior Notes due 2033

WBDI33

Nasdaq Global Market

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 Event    

On June 24, 2025, Warner Bros. Discovery, Inc. (the “Company”) issued a press release announcing the early participation results of the previously announced tender offers (the “Tender Offers”) by its wholly owned subsidiaries, Discovery Communications, LLC (“DCL”), WarnerMedia Holdings, Inc. (“WMH”), Warner Media, LLC (“WML”) and Historic TW, Inc. (together with DCL, WMH and WML, the “Issuers”), pursuant to which the Issuers offered to purchase for cash substantially all of their outstanding notes and debentures (collectively, the “Notes”), subject to certain terms and conditions set forth in the Issuers’ Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the “Offer to Purchase and Consent Solicitation Statement”).

The Tender Offers were announced on June 9, 2025, and were made pursuant to the Offer to Purchase and Consent Solicitation Statement. On June 24, 2025 the Company issued a press release announcing the pricing terms of the Tender Offers.

A copy of the Company’s press release announcing the early results of the Tender Offers is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. A copy of the Company’s press release announcing the pricing terms of the Tender Offers is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

No Offer or Solicitation

The complete terms and conditions of the Tender Offers and the related consent solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offers.

This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offers are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offers are void in all jurisdictions where they are prohibited.

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Item 9.01.    Financial Statements and Exhibits.

Exhibit Number			Description
99.1			Press Release of Warner Bros. Discovery, Inc., dated June 24, 2025 announcing the early results of the Tender Offers
99.2			Press Release of Warner Bros. Discovery, Inc., dated June 24, 2025 announcing the pricing terms of the Tender Offers
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: June 24, 2025

WARNER BROS. DISCOVERY, INC.

By:

/s/ Gunnar Wiedenfels

Name:

Gunnar Wiedenfels

Title:

Chief Financial Officer

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FAQ

What did Warner Bros. Discovery (WBD) announce in its 24 June 2025 Form 8-K?

The company disclosed early participation results and pricing terms for cash tender offers targeting most outstanding notes of its key subsidiaries.

Which subsidiaries are involved in the WBD tender offers?

Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC and Historic TW, Inc.

Where can investors find numerical details of the tender offers?

Specific figures are contained in Exhibit 99.1 (early results) and Exhibit 99.2 (pricing terms) attached to the 8-K.

Do the tender offers constitute an offer to purchase securities in all jurisdictions?

No. The 8-K states the offers are void where prohibited and are made only under the terms of the Offer to Purchase and Consent Solicitation Statement.

Which WBD securities are listed under Section 12(b) of the Exchange Act?

Series A Common Stock (ticker WBD), 4.302 % Senior Notes due 2030 (WBDI30) and 4.693 % Senior Notes due 2033 (WBDI33).