What is the main purpose of these amendments to the indentures?

The primary purpose of these amendments is to extend the deadline by which WBD's subsidiaries must offer to exchange their "Junior Lien Exchange Notes" for their existing senior notes. This extension is crucial to align with the expected closing date of WBD's acquisition by Paramount Skydance Corporation.

What are the key changes to the 'Junior Lien Exchange Notes' if the Paramount acquisition is completed?

If the acquisition is completed, the "Junior Lien Exchange Notes" will not include restrictive lien covenants or restricted debt prepayment covenants. They will be guaranteed by WBD and certain subsidiaries, secured by WBD's assets with junior liens to the acquisition's main debt facility, and the requirement for an equal principal amount exchange will be removed.

What happens to the 'Junior Lien Exchange Notes' if the Paramount acquisition does not happen?

If the acquisition is not consummated or the merger agreement is terminated, the terms of the "Junior Lien Exchange Notes" will be substantially consistent with those previously described in a June 9, 2025 offer to purchase and consent solicitation statement, subject to modifications outlined in the current consent solicitation statement.

When do these amendments become effective and operative?

The Supplemental Indentures were effective upon execution on May 26, 2026. They are expected to become operative upon the payment date for the applicable consent solicitation, which is anticipated to occur on or about May 29, 2026.

WBD 8-K: Material Agreements & Shareholder Matters

Summary

Warner Bros. Discovery, Inc. (WBD) announced that its wholly-owned subsidiaries, Discovery Communications, LLC and Discovery Global Holdings, Inc., have successfully obtained the required consents to amend certain indentures governing their outstanding senior notes. This action is directly related to the previously announced acquisition of WBD by Paramount Skydance Corporation. The amendments, which have become effective upon execution and are expected to become operative around May 29, 2026, primarily aim to extend the deadline for offering "Junior Lien Exchange Notes" to current noteholders in exchange for their existing notes. The new deadline is tied to the closing of the Paramount acquisition, now anticipated by March 4, 2027, or potentially earlier depending on the merger agreement's termination. The key implications for investors center on the potential terms of these "Junior Lien Exchange Notes." If the acquisition by Paramount proceeds, these new notes will notably exclude restrictive lien covenants and restricted debt prepayment clauses. They will also be guaranteed by WBD and certain subsidiaries, secured by WBD's assets, with liens junior to the primary debt facility for the acquisition. The principal amount of new notes exchanged will also be removed as a requirement. If the acquisition does not proceed, the terms of the "Junior Lien Exchange Notes" will revert to terms previously outlined in a June 2025 offering statement, with certain modifications.

Key Highlights

1WBD subsidiaries successfully obtained requisite consents for amendments to senior note indentures.
2Amendments are tied to the ongoing acquisition of WBD by Paramount Skydance Corporation.
3Deadline for offering "Junior Lien Exchange Notes" extended to align with the acquisition closing date (March 4, 2027, or sooner).
4If acquisition closes, "Junior Lien Exchange Notes" will have fewer restrictive covenants and specific guarantee and collateral terms.
5If acquisition does not close, "Junior Lien Exchange Notes" terms will revert to a previously disclosed offer.
6Supplemental indentures become effective upon execution and operative upon payment date (expected May 29, 2026).

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (May 27, 2026)

Summary

Key Highlights

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