Warner Bros. Discovery Announces Commencement of Cash Tender Offer for an Aggregate Tender Cap of up to $1,750,000,000 for
3.900% Senior Notes due 2024 issued by
3.900% Senior Notes due 2024 issued by
4.000% Senior Notes due 2055 issued by
4.650% Senior Notes due 2050 issued by
4.950% Senior Notes due 2042 issued by
4.875% Senior Notes due 2043 issued by
5.200% Senior Notes due 2047 issued by
5.300% Senior Notes due 2049 issued by
4.650% Global Notes due 2044 issued by Warner Media, LLC
4.850% Global Notes due 2045 issued by Warner Media, LLC
4.900% Global Notes due 2042 issued by Warner Media, LLC
5.350% Global Notes due 2043 issued by Warner Media, LLC
5.050% Senior Notes due 2042 issued by
Issuer |
|
Title of Security |
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Aggregate |
|
CUSIP |
|
Acceptance Priority |
|
Reference |
|
Bloomberg Reference |
|
Fixed Spread (basis points) (3) |
|
|
3.900% Senior Notes due 2024 |
|
|
|
25470DBC2 |
|
1 |
|
2.25% due |
|
FIT3 |
|
+25 |
|
|
3.900% Senior Notes due 2024 |
|
|
|
811065AC5 |
|
1 |
|
2.25% due |
|
FIT3 |
|
+25 |
|
|
4.000% Senior Notes due 2055 |
|
|
|
25470DBL2 25470DBK4 U25478AH8 |
|
2 |
|
4.25% due |
|
FIT1 |
|
+195 |
|
|
4.650% Senior Notes due 2050 |
|
|
|
25470DBH1 |
|
3 |
|
4.25% due |
|
FIT1 |
|
+198 |
|
|
4.950% Senior Notes due 2042 |
|
|
|
25470DAG4 |
|
4 |
|
4.50% due |
|
FIT1 |
|
+237 |
|
|
4.875% Senior Notes due 2043 |
|
|
|
25470DAJ8 |
|
5 |
|
4.50% due |
|
FIT1 |
|
+199 |
|
|
5.200% Senior Notes due 2047 |
|
|
|
25470DAT6 |
|
6 |
|
4.50% due |
|
FIT1 |
|
+203 |
|
|
5.300% Senior Notes due 2049 |
|
|
|
25470DBG3 |
|
7 |
|
4.25% due |
|
FIT1 |
|
+220 |
Warner Media, LLC |
|
4.650% Global Notes due 2044 |
|
|
|
887317AU9 |
|
8 |
|
4.50% due |
|
FIT1 |
|
+245 |
Warner Media, LLC |
|
4.850% Global Notes due 2045 |
|
|
|
887317AX3 |
|
9 |
|
4.50% due |
|
FIT1 |
|
+245 |
Warner Media, LLC |
|
4.900% Global Notes due 2042 |
|
|
|
887317AP0 |
|
10 |
|
4.50% due |
|
FIT1 |
|
+245 |
Warner Media, LLC |
|
5.350% Global Notes due 2043 |
|
|
|
887317AS4 |
|
11 |
|
4.50% due |
|
FIT1 |
|
+245 |
|
|
5.050% Senior Notes due 2042 |
|
|
|
55903VBD4 55903VAN3 U55632AG5 |
|
12 |
|
4.50% due |
|
FIT1 |
|
+195 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
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Subject to the Aggregate Tender Cap and proration, the principal amount of each series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 12 being the lowest) specified in this column. |
(2) |
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The Bloomberg Reference Page/Screen is provided for convenience only. To the extent any Bloomberg Reference Page/Screen changes prior to the Price Determination Time (as defined herein), the Lead Dealer Managers referred to below will quote the applicable Reference |
(3) |
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The Total Consideration (as defined below) for Notes of each series validly tendered at or prior to the Early Tender Deadline (as defined below) and accepted for purchase will be calculated using the applicable Fixed Spread (as set forth in the table above) and is inclusive of the Early Tender Premium of |
The Tender Offer is being made upon and is subject to the terms and conditions set forth in the Offer to Purchase. The Tender Offer will expire at 5:00 p.m.,
The consideration paid in the Tender Offer for each series of Notes that are validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable Reference
Payments for Notes purchased will include accrued and unpaid interest, if any, from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the settlement date for such Notes accepted for purchase.
The settlement date for Notes that are validly tendered and accepted for purchase is expected to be
Subject to the Aggregate Tender Cap and proration, all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level (as shown in the table above, with 1 being the highest) will be accepted before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level (with 12 being the lowest), and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Deadline having a lower Acceptance Priority Level. However, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase before any Notes validly tendered after the Early Tender Deadline, even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline.
Notes of the series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Tender Offer may be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of
The Issuers' obligation to accept for purchase up to the Aggregate Tender Cap of the Notes validly tendered pursuant to the Offer to Purchase is subject to, and conditioned upon, the satisfaction of or, where applicable, their waiver of the conditions described in the Offer to Purchase, including a financing condition that on or prior to the Settlement Date the Issuers receive the net proceeds from one or more debt financing transactions, on terms acceptable to the Issuers and providing net proceeds in an amount that, together with cash on hand and other available sources of liquidity is sufficient in the Issuers' discretion to fund the purchase of validly tendered Notes accepted for purchase in the Tender Offer and pay all fees and expenses associated with the foregoing. The Issuers reserve the right, in their discretion and subject to applicable law, to extend or terminate the Tender Offer at any time and not accept for payment any Notes not theretofore accepted for payment pursuant to the Tender Offer for any reason, waive any or all of the conditions of the Tender Offer, change the Acceptance Priority Level with respect to the Notes, increase, decrease or eliminate the Aggregate Tender Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights and otherwise amend the terms of the Tender Offer in any respect. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Tender Offer. The Issuers have retained
Lead Dealer Managers: |
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Attn: Liability Management Toll-Free: (866) 627-0391 Collect: (212) 250-2955 |
Collect: (212) 834-4045 Toll-Free: (866) 834-4666 |
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This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this press release or the Offer to Purchase or the action you should take, you are recommended to seek your own legal, business, tax or other advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent or affiliate of any such person, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offer, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent or affiliate of any such person, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuers, the Company or the Notes which is material in the context of the Tender Offer and which is not otherwise publicly available.
To the extent permitted by applicable law and whether or not the Tender Offer is consummated, the Company or any of its subsidiaries or affiliates, including the Issuers, may from time to time following the Expiration Time acquire any Notes that remain outstanding in the open market, in privately negotiated transactions, through one or more additional tender offers, one or more exchange offers or otherwise, or may redeem Notes pursuant to the terms of the indentures governing them. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Tender Offer. Any future purchases or redemptions by the Company or any of its subsidiaries or affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or any of its affiliates will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offer is being made only by, and pursuant to the terms of, the Offer to Purchase. The Tender Offer does not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The Tender Offer is void in all jurisdictions where it is prohibited. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer shall be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Issuers, the Tender and Information Agent, the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
About
This press release contains certain "forward-looking statements." These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. The Company's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the acceptance of any tendered Notes, the expiration and settlement of the Tender Offer, the satisfaction of conditions to the Tender Offer, whether the Tender Offer will be consummated in accordance with the terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing, as well as the risk factors disclosed in the Company's Annual Report on Form 10-K, filed with the
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