8-KOther EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (May 21, 2019)

Filed May 21, 2019For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (through its subsidiary Discovery Communications, LLC - DCL) announced on May 20, 2019, the completion of a registered offering of $1.5 billion in aggregate principal amount of senior notes. This offering consists of $750 million of 4.125% Senior Notes due 2029 and $750 million of 5.300% Senior Notes due 2049. The net proceeds from this offering are expected to be approximately $1.481 billion, after accounting for underwriting discounts and expenses. The primary use of these proceeds is to refinance existing debt, specifically to redeem approximately $1.266 billion of DCL's 2.750% Senior Notes due November 2019 and 5.050% Senior Notes due June 2020, as well as Scripps Networks Interactive, Inc.'s 2.750% Senior Notes due November 2019. Any remaining funds will be allocated for general corporate purposes, which may include acquisitions, debt repayment, working capital, capital expenditures, or stock repurchases.

Key Highlights

  • 1Discovery Communications, LLC (DCL) successfully issued $1.5 billion in senior notes.
  • 2The offering comprises two tranches: $750 million in 4.125% notes due 2029 and $750 million in 5.300% notes due 2049.
  • 3The net proceeds are earmarked primarily for the redemption of existing, higher-interest or maturing debt obligations.
  • 4Specific debt to be redeemed includes DCL's 2.750% notes due Nov 2019 and 5.050% notes due Jun 2020, and Scripps' 2.750% notes due Nov 2019.
  • 5The notes are unsecured and rank equally with other unsecured senior indebtedness of DCL.
  • 6Discovery, Inc. and Scripps Networks Interactive, Inc. provide full and unconditional guarantees for the notes.
  • 7Remaining proceeds after debt redemptions will be used for general corporate purposes, offering flexibility for future strategic initiatives.

Frequently Asked Questions

Discovery Communications, LLC (DCL) issued a total of $1.5 billion in senior notes. This includes $750 million of 4.125% Senior Notes due May 15, 2029, and $750 million of 5.300% Senior Notes due May 15, 2049. Interest is payable semi-annually.

The net proceeds of approximately $1.481 billion are primarily intended to fund the redemption of approximately $1.266 billion of existing DCL and Scripps senior notes that are maturing in late 2019 and mid-2020. Any remaining funds will be used for general corporate purposes.

The new notes are unsecured and rank equally with DCL's other unsecured senior indebtedness. They are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Discovery, Inc. and Scripps Networks Interactive, Inc.

By issuing new notes and using the proceeds to redeem older notes, DCL is effectively managing its debt maturity profile and potentially reducing its overall interest expense. This strategic move aims to optimize the company's capital structure by replacing upcoming maturities with new, longer-term debt.