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Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Consent Solicitations

Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Consent Solicitations

articleWarner Bros. Discovery, Inc. - Series AMay 27, 20264/company/warner-bros-discovery-inc/news/warner-bros-discovery-announces-receipt-of-requisite-consents-for-proposed-amendments-in-consent-solicitations
Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Consent Solicitations

About this update from Warner Bros. Discovery, Inc. - Series A

[{"type":"text","content":"NEW YORK, May 27, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. (NASDAQ: WBD) (\"WBD\") today announced that the requisite consents (\"Requisite Consents\") have been received pursuant to the previously-announced consent solicitations (the \"Consent Solicitations\") conducted by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the \"DGH Issuer\") and Discovery Communications, LLC (the \"DCL Issuer\" and together with the DGH Issuer, each a \"WBD Issuer\" and collectively the \"WBD Issuers\") to adopt certain proposed amendments (the \"Proposed Amendments\") with respect to each of the indentures (the \"Existing WBD Indentures\") governing the WBD Issuers' respective senior unsecured notes described in the table below (collectively, the \"WBD Notes\").\nAs of 5:00 p.m., New York City time, on May 26, 2026, which was the expiration time for the delivery of consents in connection with the Consent Solicitations (the \"Expiration Time\"), consents representing the principal amount of WBD Notes as described in the table below had been validly delivered and had not been validly revoked. As a result, the WBD Issuers have received the Requisite Consents for the adoption of the Proposed Amendments for each of the Existing WBD Indentures. Upon receipt and acceptance of the Requisite Consents by the WBD Issuers, all consents became irrevocable. Supplemental indentures relating to the Proposed Amendments to the applicable Existing WBD Indentures were executed by the WBD Issuers and the trustee on May 26, 2026 in connection with the receipt of Requisite Consents and became effective at the time of execution, but will only become operative upon the Payment Date (as defined below).The Consent Solicitations were conducted in connection with the proposed acquisition (the \"Acquisition\") by Paramount Skydance Corporation (\"Paramount\") of WBD. Concurrently with the Consent Solicitations, Paramount separately commenced (i) offers to purchase (the \"Paramount Tender Offers\") for cash any and all of certain specified notes in certain series of WBD Notes held by Eligible Consenting Holders (as defined below) and (ii) offers to exchange (the \"Paramount Exchange Offers\" and together with the Paramount Tender Offers, the \"Concurrent Paramount Offers\") any and all of certain specified notes in certain series of WBD Notes o...

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