Warner Bros. Discovery, Inc - Tender Offer - Expiration & Results

Warner Bros. Discovery Announces Expiration and Results of Tender Offer for Any and All Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc.

14 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SEC (Source: Warner Bros Discovery, Inc)

"New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced the expiration and results, as of 5:00 p.m., New York City time, on June 13, 2023 (the “Expiration Time”), of the previously announced cash tender offer (the “Tender Offer”) by WarnerMedia Holdings, Inc., the Company’s wholly-owned subsidiary (the “Issuer”), for any and all of the Issuer’s outstanding Floating Rate Notes due 2024 (the “Notes”). The Tender Offer was announced on June 7, 2023 and was made pursuant to the Offer to Purchase, dated June 7, 2023 (the “Offer to Purchase”), and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). The following table presents the aggregate principal amount of the Notes tendered and not validly withdrawn as of the Expiration Time and the aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents.

The Issuer expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Expiration Time. Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in the Tender Offer will receive the Consideration for each $1,000 principal amount of such Notes in cash on the Settlement Date. In addition to the Consideration, Holders whose Notes have been accepted for purchase will also receive accrued and unpaid interest on the purchased Notes from, and including, the last interest payment date for such Notes up to, but excluding, the Settlement Date (as defined below). The Issuer also expects to accept all Notes validly tendered and delivered pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. The Issuer will not accept any further tenders.

The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and all Notes validly tendered and delivered pursuant to the guaranteed delivery procedures is expected to be June 16, 2023 (the “Settlement Date”). The Issuer intends to fund the purchase of the Notes with cash on hand."

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Warner Bros. Discovery Announces Commencement of Cash Tender Offer for up to $500,000,000 Aggregate Principal Amount of Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc.

07 JUNE 2023

Full announcement including disclaimers and offer restrictions available via SEC (Source: Warner Bros Discovery, Inc)

"New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced that, in connection with the Company’s previously announced plan to reduce debt, its wholly-owned subsidiary, WarnerMedia Holdings, Inc. (the “Issuer”), has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the Issuer’s outstanding Floating Rate Notes due 2024 (the “Notes”), for the consideration described in the table below. The Company also announced that, during the fiscal quarter ending June 30, 2023, it has repaid $750 million of borrowings under its multicurrency revolving credit agreement and $800 million of borrowings outstanding under its term loan prior to the due date of April 2025."

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