| Item 1.01 | Entry into a Material Definitive Agreement. |
Senior Notes
On May 17, 2024, WarnerMedia Holdings, Inc. (“WMH”), a wholly-owned subsidiary of Warner Bros. Discovery, Inc. (“WBD”), completed its registered offering of €650,000,000 aggregate principal amount of its 4.302% Senior Notes due 2030 (the “2030 Notes”) and €850,000,000 aggregate principal amount of its 4.693% Senior Notes due 2033 (the “2033 Notes” and together with the 2030 Notes, the “Senior Notes”). The offering of the Senior Notes was made pursuant to WMH’s effective automatic shelf registration statement on Form S-3 (File No. 333-264453), including a prospectus, which became effective upon filing with the Securities and Exchange Commission on April 22, 2022 (the “Registration Statement”).
The Senior Notes were issued pursuant to an indenture, dated as of March 10, 2023 (the “Base Indenture”), among WMH, WBD and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated as of May 17, 2024 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among WMH, WBD, Discovery Communications, LLC (“DCL”), a wholly-owned subsidiary of WBD, Scripps Networks Interactive, Inc. (“Scripps”), a wholly-owned subsidiary of WBD, Elavon Financial Services DAC, UK Branch and the Trustee. The Indenture contains certain covenants, events of default and other customary provisions. The Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by WBD, DCL and Scripps (collectively, the “Guarantors”).
The 2030 Notes bear interest at a rate of 4.302% per year and will mature on January 17, 2030. Interest on the 2030 Notes is payable on January 17 of each year, beginning on January 17, 2025.
The 2033 Notes bear interest at a rate of 4.693% per year and will mature on May 17, 2033. Interest on the 2033 Notes is payable on May 17 of each year, beginning on May 17, 2025.
Prior to December 17, 2029, WMH may redeem the 2030 Notes, and prior to February 17, 2033, WMH may redeem the 2033 Notes, each in whole or in part, at any time and from time to time, at the applicable make-whole premium redemption price described in the prospectus supplement relating to the 2030 Notes and the 2033 Notes. On and after December 17, 2029, WMH may redeem the 2030 Notes, and on and after February 17, 2033, WMH may redeem the 2033 Notes, each in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes being redeemed, plus any accrued and unpaid interest on the Senior Notes being redeemed to, but excluding, the redemption date.
The foregoing descriptions of the Senior Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture, which are filed hereto as Exhibit 4.1 and Exhibit 4.2, are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated herein by reference.
The Senior Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated as of May 14, 2024, among WMH, WBD, DCL, Scripps, and Barclays Bank PLC, Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.1 hereto.
Opinions regarding the legality of the Senior Notes and the Guarantees are incorporated by reference into the Registration Statement and are filed as Exhibits 5.1, 5.2 and 5.3 hereto, and consents relating to the incorporation of such opinions by reference into the Registration Statement are filed as Exhibits 23.1, 23.2 and 23.3 hereto by reference to their inclusion within Exhibits 5.1, 5.2 and 5.3, respectively.
