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Warner Bros. Discovery, Inc. is asking holders of multiple Discovery Communications and Discovery Global Holdings senior notes to approve amendments to the indentures governing these debts. The Consent Solicitations relate to WBD’s proposed acquisition by Paramount Skydance Corporation.
The amendments would extend the deadline to launch required junior lien exchange offers to March 4, 2027 (the Merger Agreement “End Date,” subject to extension), and adjust the terms of any future Junior Lien Exchange Notes depending on whether the acquisition closes. They also make technical and clarifying changes to the existing indentures.
Noteholders who consent by 5:00 p.m. New York City time on May 26, 2026, and whose consents are counted toward the required majorities, will receive a $2.50 or €2.50 cash payment per $1,000 or €1,000 principal amount, funded by Paramount. Each indenture and note class has its own majority consent threshold, and each solicitation can be completed, extended, or terminated independently.
WBD seeks noteholder flexibility tied to the Paramount Skydance acquisition.
Warner Bros. Discovery is not issuing new debt here but trying to adjust terms on multiple existing note series. The core changes extend the deadline to launch junior lien exchange offers and refine how potential Junior Lien Exchange Notes would look if the acquisition closes or fails.
The consent fee is modest at $2.50 or €2.50 per $1,000/€1,000 of principal, signaling an incremental, not coercive, incentive. Paramount, not WBD, will fund these payments and related expenses from cash on hand, regardless of whether the deal ultimately closes.
Because each indenture and Class requires majority consents (Requisite or Modified Requisite Consents), outcomes may differ between series. The structure allows amendments to apply across related series once the class-level majority is achieved, which could streamline future exchange mechanics if the March 4, 2027 End Date is reached without further changes.
Source: View Original Filing on SEC EDGAR
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