PARAMOUNT SKYDANCE CORPORATION (NASDAQ:PSKY) ("Paramount"). Warner Bros. Discovery, Inc. ("WBD") today announced it has received the requisite consents ("Requisite Consents") 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 (the "WBD Notes"). WBD announced that supplemental indentures to all three Existing WBD Indentures effectuating the Proposed Amendments were executed 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 of the Consent Solicitations, which is expected to occur on or about May 29, 2026.
The Consent Solicitations were conducted in connection with the proposed acquisition (the "Acquisition") by Paramount of WBD. Concurrently with the Consent Solicitations, Paramount separately commenced offers to purchase (the "Tender Offers" and each, a "Tender Offer") for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the "Offer to Purchase"), certain WBD Notes and offers to exchange (the "Exchange Offers" and each, an "Exchange Offer", and together with the Tender Offers, the "Offers"), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the "Offering Memorandum"), certain WBD Notes. The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers.
In order to be eligible to participate in the Exchange Offers and the Tender Offers, holders of WBD Notes subject to such Offers were required to deliver consents in the Consent Solicitations. As a result of the consents validly delivered and not validly revoked in connection with the Consent Solicitations, approximately $12.1 billion and approximately €0.6 billion of WBD Notes will be eligible to participate in the Exchange Offers and approximately $2.4 billion of WBD Notes will be eligible to participate in the Tender Offers. In addition, $2.5 billion of WBD's unsecured notes are not subject to the Exchange Offers or the Tender Offers and approximately $0.1 billion of WBD Notes that were eligible for the Offers if they had delivered consents did not validly deliver consents in the Consent Solicitations.
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