Warner Bros. Discovery Announces Early Results and Upsize of Previously Announced Cash Tender Offer
The Tender Offer was announced on
Issuer |
Title of Security |
Aggregate Principal |
CUSIP |
Acceptance |
Principal Amount Tendered and |
Discovery |
3.900% Senior Notes due 2024 |
|
25470DBC2 |
1 |
|
Scripps Networks |
3.900% Senior Notes due 2024 |
|
811065AC5 |
1 |
|
Discovery |
4.000% Senior Notes due 2055 |
|
25470DBL2 25470DBK4 U25478AH8 |
2 |
|
Discovery |
4.650% Senior Notes due 2050 |
|
25470DBH1 |
3 |
|
Discovery |
4.950% Senior Notes due 2042 |
|
25470DAG4 |
4 |
|
Discovery |
4.875% Senior Notes due 2043 |
|
25470DAJ8 |
5 |
|
Discovery LLC |
5.200% Senior Notes due 2047 |
|
25470DAT6 |
6 |
|
Discovery |
5.300% Senior Notes due 2049 |
|
25470DBG3 |
7 |
|
Warner Media, LLC |
4.650% Global Notes due 2044 |
|
887317AU9 |
8 |
|
Warner Media, LLC |
4.850% Global Notes due 2045 |
|
887317AX3 |
9 |
|
Warner Media, LLC |
4.900% Global Notes due 2042 |
|
887317AP0 |
10 |
|
Warner Media, LLC |
5.350% Global Notes due 2043 |
|
887317AS4 |
11 |
|
|
5.050% Senior Notes due 2042 |
|
55903VBD4 55903VAN3 U55632AG5 |
12 |
- |
|
|
(1) |
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). |
The Issuers' obligation to accept for purchase and to pay for the Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in the Issuers' discretion and subject to applicable law, of certain conditions, which are more fully described in the Offer to Purchase, including a financing condition which was satisfied on
Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with
The consideration paid in the Tender Offer for each series of Notes that are validly tendered and not validly withdrawn and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the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
Because the aggregate purchase price of Notes validly tendered and not validly withdrawn as of the Early Tender Deadline is expected to exceed the Aggregate Tender Cap, the Company will accept for purchase Notes subject to the Acceptance Priority Levels and proration as described in the Offer to Purchase, so as not to exceed the Aggregate Tender Cap, and holders who validly tender Notes following the Early Tender Deadline, but on or before the expiration of the Tender Offer at
The Total Consideration will be determined at
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
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: |
||
Attn: Liability Management Toll-Free: (866) 627-0391 Collect: (212) 250-2955 |
Collect: (212) 834-4045 Toll-Free: (866) 834-4666 |
|
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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