What is a consent solicitation?

A consent solicitation is a process where a company requests bondholders (holders of its notes) to vote on proposed changes or amendments to the terms of the debt agreements (indentures). In this case, WBD's subsidiaries are seeking approval to amend their existing note indentures.

Why is WBD conducting these consent solicitations?

While the specific reasons for the proposed amendments are not detailed in this 8-K, they are likely related to facilitating or accommodating the terms of the pending acquisition of WBD by Paramount Skydance Corporation. Amendments to debt agreements are often necessary to ensure compliance with new ownership structures or financial arrangements.

Does this filing mean the acquisition by Paramount Skydance is complete?

No, this filing does not confirm the completion of the acquisition. It indicates that WBD's subsidiaries are taking steps (consent solicitations for debt) that are likely in preparation for or in connection with the acquisition. The acquisition itself is subject to numerous conditions, including regulatory approvals, as outlined in the cautionary note.

What are the potential risks associated with these solicitations and the acquisition?

The filing warns of significant risks. These include the possibility that the consent solicitations may not be completed, the risk that the acquisition may not close due to unmet conditions (like antitrust clearances), potential business disruptions during the pendency of the acquisition, negative impacts on stock prices, litigation risks, and uncertainties regarding the realization of expected benefits. The company's substantial indebtedness and ability to manage it are also cited as risks.

WBD 8-K SEC Disclosure — May 19, 2026

Summary

Warner Bros. Discovery, Inc. (WBD) has filed an 8-K to report that its wholly-owned subsidiaries, Discovery Communications, LLC and Discovery Global Holdings, Inc., have initiated consent solicitations. These solicitations aim to obtain consent from holders of certain outstanding notes for proposed amendments to the governing indentures. The detailed terms and conditions are outlined in a Consent Solicitation Statement that will be distributed to noteholders. This action is being taken in the context of the ongoing acquisition of WBD by Paramount Skydance Corporation. Investors should note that this filing primarily serves as a notification regarding the consent solicitations and does not constitute an offer to sell or buy securities. The company emphasizes that the completion of these solicitations is subject to various conditions, and potential risks associated with the broader acquisition, including regulatory approvals and market reactions, are highlighted. The filing cross-references previous SEC filings from both WBD and Paramount for a comprehensive understanding of the associated risks and forward-looking statements.

Key Highlights

1WBD subsidiaries (Discovery Communications, LLC and Discovery Global Holdings, Inc.) have commenced consent solicitations for certain outstanding notes.
2The purpose of the solicitations is to gain approval for proposed amendments to the indentures governing these notes.
3The consent solicitations are being conducted in conjunction with the proposed acquisition of WBD by Paramount Skydance Corporation.
4A detailed Consent Solicitation Statement will be provided to registered holders of the applicable notes.
5The filing includes a cautionary note on forward-looking statements, detailing numerous risks and uncertainties related to the acquisition and WBD's business.
6This 8-K filing does not constitute an offer to sell or buy any securities.
7The consent solicitations are conditional and may not be completed as described or at all.

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (May 19, 2026)

Summary

Key Highlights

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