Warner Bros. Discovery launches consent solicitations for debt amendments

Warner Bros. Discovery Inc. (NASDAQ: WBD) announced that two subsidiaries have commenced consent solicitations from holders of various series of notes to approve proposed amendments to debt indentures.

The subsidiaries, Discovery Global Holdings Inc. and Discovery Communications LLC, are seeking consent from bondholders to modify terms governing approximately $16 billion in outstanding debt across 17 series of notes with maturities ranging from 2027 to 2052.

The proposed amendments would extend the deadline for required exchange transactions from December 30, 2026, to March 4, 2027, or potentially later depending on the status of Warner Bros. Discovery's proposed acquisition by Paramount Skydance Corporation.

Holders who consent to the amendments will receive a payment of $2.50 per $1,000 principal amount of notes, or €2.50 per €1,000 for euro-denominated securities. The consent solicitation expires at 5:00 p.m. New York time on May 26, 2026, with payment expected around May 29, 2026.

The amendments require approval from holders of a majority of the aggregate principal amount of debt securities under each affected indenture. The consent solicitations are being conducted in connection with the proposed acquisition by Paramount, which will fund all payments regardless of whether the acquisition is completed.

Concurrently, Paramount has launched separate offers to purchase or exchange certain Warner Bros. Discovery notes for cash or newly issued Paramount securities. These concurrent offers are available only to eligible consenting holders.

BofA Securities and Citigroup are serving as solicitation agents, while Global Bondholder Services Corporation acts as tabulation and information agent.

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