8-KMaterial AgreementsFinancial EventsOther Events+1

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (May 17, 2024)

Filed May 17, 2024For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (WBD) announced the completion of a significant debt offering through its subsidiary, WarnerMedia Holdings, Inc. This offering comprises €650,000,000 in 4.302% Senior Notes due 2030 and €850,000,000 in 4.693% Senior Notes due 2033, totaling €1.5 billion. These notes are fully and unconditionally guaranteed on a senior unsecured basis by WBD and its subsidiaries Discovery Communications, LLC and Scripps Networks Interactive, Inc. The proceeds from this offering are expected to be used for general corporate purposes, though specific uses are not detailed in this filing. The issuance of these notes represents an expansion of WBD's senior unsecured debt, potentially impacting its leverage and interest expense profile. Investors should note that while the offering strengthens WBD's liquidity position, it also increases the company's overall debt load. The inclusion of guarantees from WBD and its key subsidiaries provides a consolidated credit picture for the noteholders. The redemption provisions allow for early repayment under certain conditions, with make-whole premiums applicable before specified dates and par redemption thereafter. This filing is a standard disclosure of a material definitive agreement and the creation of a direct financial obligation.

Key Highlights

  • 1Completion of a €1.5 billion senior notes offering by subsidiary WarnerMedia Holdings, Inc.
  • 2Issuance includes €650 million of 4.302% Senior Notes due 2030 and €850 million of 4.693% Senior Notes due 2033.
  • 3The Senior Notes are fully and unconditionally guaranteed by Warner Bros. Discovery, Inc. and its subsidiaries Discovery Communications, LLC and Scripps Networks Interactive, Inc.
  • 4The offering was conducted under an effective automatic shelf registration statement on Form S-3.
  • 5The notes carry interest rates of 4.302% and 4.693% per annum, respectively.
  • 6Redemption options exist, with make-whole premiums before specific dates and par redemption thereafter.
  • 7This filing primarily serves to disclose the material definitive agreement for the debt issuance.

Frequently Asked Questions

Warner Bros. Discovery, through its subsidiary WarnerMedia Holdings, Inc., raised a total of €1.5 billion through the issuance of Senior Notes. This consists of €650,000,000 in 4.302% Senior Notes due 2030 and €850,000,000 in 4.693% Senior Notes due 2033.

The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by Warner Bros. Discovery, Inc. itself, as well as its wholly-owned subsidiaries Discovery Communications, LLC and Scripps Networks Interactive, Inc.

The 2030 Notes have a maturity date of January 17, 2030, and bear interest at a rate of 4.302% per year. The 2033 Notes mature on May 17, 2033, and carry an interest rate of 4.693% per year.

Yes, WarnerMedia Holdings, Inc. has the option to redeem the notes prior to maturity. Before specific dates (December 17, 2029 for the 2030 Notes and February 17, 2033 for the 2033 Notes), redemption can occur at a make-whole premium price. On or after these dates, the notes can be redeemed at 100% of the principal amount plus accrued and unpaid interest.