Warner Bros. Discovery receives bondholder consent for debt amendments

Warner Bros. Discovery Inc. (NASDAQ: WBD) announced Monday that it received the required consents from bondholders to amend indentures governing $14.7 billion in senior unsecured notes across 17 series of debt securities.

The consent solicitations expired at 5 p.m. New York time on May 26, 2026, with consent rates ranging from 79.04% to 99.18% across the various note series. The amendments became effective upon execution of supplemental indentures on May 26, but will only become operative on the payment date expected around May 29, 2026.

The consent solicitations were conducted in connection with Paramount Skydance Corporation's proposed acquisition of Warner Bros. Discovery. Concurrently, Paramount launched separate tender and exchange offers for specified WBD notes held by eligible consenting holders.

Bondholders who provided valid consents are eligible to receive a consent payment of $2.50 or €2.50 per $1,000 or €1,000 principal amount of notes. Paramount intends to pay these consent fees and related expenses using cash on hand, regardless of whether the acquisition is completed.

The largest consent participation was for the $4.3 billion 5.050% Senior Notes due 2042, which achieved a 99.18% consent rate. The lowest participation was for the $152.1 million 5.200% Senior Notes due 2047, with a 79.04% consent rate.

BofA Securities and Citigroup served as solicitation agents for the consent solicitations, while Global Bondholder Services Corporation acted as tabulation and information agent.

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