Warner Bros Discovery Inc.

06/11/2025 | Press release | Distributed by Public on 06/11/2025 15:13

Regulation FD Disclosure (Form 8-K)

Item 7.01. Regulation FD Disclosure.
On June 11, 2025, Warner Bros. Discovery, Inc. (the "Company") announced that in relation to the Company's previously announced cash tender offers and related consent solicitations by its wholly owned subsidiaries, Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC and Historic TW, Inc., it is intended that the early settlement right would be exercised, subject to receipt of requisite consents and the satisfaction or waiver of the other conditions specified in the Offer to Purchase and Consent Solicitation, dated June 9, 2025 (the "Offer to Purchase and Consent Solicitation Statement"). If the early settlement right is exercised, the early settlement date is expected to occur on June 30, 2025. On the early settlement date, the respective issuer will settle all notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 23, 2025, unless extended by us in our sole discretion or earlier terminated (the "Early Tender Deadline") and accepted for purchase, and pay for consents validly delivered and not validly revoked at or prior to 5:00 p.m., New York City Time, on June 13, 2025, unless extended or earlier terminated by us (the "Consent Expiration Time"), in each case with respect to cash tender offers and related consent solicitations for which the conditions have been satisfied or waived and in accordance with the terms set forth in the Offer to Purchase and Consent Solicitation.
The complete terms and conditions of the cash tender offers and related consent solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the cash tender offers and related consent solicitations.
The information in this Item 7.01 is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell any securities. The cash tender offers and related consent solicitations are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The cash tender offers and related consent solicitations do not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction in which such offer or solicitation is unlawful. The cash tender offers and related consent solicitations are void in all jurisdictions where they are prohibited.
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