Warner Bros. Discovery starts capped tender offer for 13 notes

By Marisa Wong

Los Angeles, May 9 – Warner Bros. Discovery, Inc. announced that, in connection with its previously announced plan to reduce debt, wholly owned subsidiaries Warner Media, LLC, Discovery Communications, LLC and WarnerMedia Holdings, Inc. have begun a cash tender offer to purchase up to $1.75 billion aggregate purchase price (excluding accrued interest) of the outstanding notes from 12 series, according to a Thursday press release.

The following securities, listed in order of acceptance priority level, are covered by the tender offer:

• $483.81 million outstanding 3.9% senior notes due 2024 (Cusip: 25470DBC2) issued by Discovery, with pricing to be based on the 2.25% U.S. Treasury due Nov. 15, 2024 and a fixed spread of 25 bps;

• $11.92 million outstanding 3.9% senior notes due 2024 (Cusip: 811065AC5) issued by Scripps Networks Interactive, Inc., with pricing to be based on the 2.25% U.S. Treasury due Nov. 15, 2024 and a fixed spread of 25 bps;

• $1,643,454,000 outstanding 4% senior notes due 2055 (Cusip: 25470DBL2, 25470DBK4, U25478AH8) issued by Discovery, with pricing to be based on the 4.25% U.S. Treasury due Feb. 15, 2054 and a fixed spread of 195 bps;

• $959,344,000 outstanding 4.65% senior notes due 2050 (Cusip: 25470DBH1) issued by Discovery, with pricing to be based on the 4.25% U.S. Treasury due Feb. 15, 2054 and a fixed spread of 198 bps;

• $284.94 million outstanding 4.95% senior notes due 2042 (Cusip: 25470DAG4) issued by Discovery, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 237 bps;

• $514,735,000 outstanding 4.875% senior notes due 2043 (Cusip: 25470DAJ8) issued by Discovery, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 199 bps;

• $1.25 billion outstanding 5.2% senior notes due 2047 (Cusip: 25470DAT6) issued by Discovery, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 203 bps;

• $750 million outstanding 5.3% senior notes due 2049 (Cusip: 25470DBG3) issued by Discovery, with pricing to be based on the 4.25% U.S. Treasury due Feb. 15, 2054 and a fixed spread of 220 bps;

• $12,817,000 outstanding 4.65% global notes due 2044 (Cusip: 887317AU9) issued by Warner Media, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 245 bps;

• $17,017,000 outstanding 4.85% global notes due 2045 (Cusip: 887317AX3) issued by Warner Media, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 245 bps;

• $21,215,000 outstanding 4.9% global notes due 2042 (Cusip: 887317AP0) issued by Warner Media, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 245 bps;

• $31,893,000 outstanding 5.35% global notes due 2043 (Cusip: 887317AS4) issued by Warner Media, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 245 bps; and

• $4.5 billion outstanding 5.05% senior notes due 2042 (Cusip: 55903VBD4, 55903VAN3, U55632AG5) issued by WarnerMedia Holdings, with pricing to be based on the 4.5% U.S. Treasury due Feb. 15, 2044 and a fixed spread of 195 bps.

The two series of 3.9% notes due 2024 share an acceptance priority level of 1.

The total consideration will include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early tender deadline. Holders tendering after the early deadline will only be eligible to receive the tender offer consideration, which is the total consideration, less the early tender premium.

In addition, holders will receive accrued interest.

Tenders may be subject to proration.

Notes tendered before the early tender deadline have priority in acceptance over notes tendered after the early deadline.

The early tender deadline is 5 p.m. ET on May 22. Tenders may be withdrawn prior to that deadline.

The tender offer will expire at 5 p.m. ET on June 7.

Settlement is expected to be on June 12.

Deutsche Bank Securities Inc. (866 627-0391, 212 250-2955), J.P. Morgan Securities LLC (212 834-4045, 866 834-4666) and MUFG Securities Americas Inc. (212 405-7481, 877 744-4532) are lead dealer managers, and Scotia Capital (USA) Inc. and Truist Securities, Inc. are other dealer managers in connection with the tender offer.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 800 791-3319 for all others; WBD@dfking.com; www.dfking.com/WBD) is the tender and information agent.

Warner Bros. Discovery is a media and entertainment company based in New York.

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