8-K/AMaterial AgreementsFinancial EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K/A Report, Material Agreement (Mar 7, 2014)

Filed March 7, 2014For Securities:WBD

Summary

This filing is an amendment to a previous 8-K filed by Discovery Communications, Inc. (now Warner Bros. Discovery, Inc., referred to as WBD) on March 7, 2014. The amendment serves to correct the maturity date of a specific debt issuance. The primary event reported relates to the completion of a registered offering of €300 million aggregate principal amount of 2.375% Senior Notes due 2022 by Discovery Communications, LLC, a subsidiary. These notes are unsecured, senior indebtedness, fully and unconditionally guaranteed by the parent company, Discovery Communications, Inc. While the amendment corrects a detail, the core information is about the issuance of long-term debt, which impacts the company's leverage and interest expense. Investors should note the significant principal amount and the fixed interest rate, as well as the maturity date of 2022. The company has the option to redeem these notes early with a make-whole premium, providing some financial flexibility. The details of the indenture and supplemental indenture, along with legal opinions, are also provided as exhibits.

Key Highlights

  • 1Amendment to a previous 8-K filing to correct the maturity date of senior notes.
  • 2Discovery Communications, LLC completed a registered offering of €300 million of 2.375% Senior Notes due 2022.
  • 3The notes are unsecured and rank equally with other unsecured senior indebtedness of DCL.
  • 4The notes are fully and unconditionally guaranteed by Discovery Communications, Inc.
  • 5The company has an option to redeem the notes at any time with a make-whole premium.
  • 6The issuance is governed by an indenture and a sixth supplemental indenture dated March 7, 2014.
  • 7Legal opinions regarding the notes and guarantee are included as exhibits.

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