On January 28, 2025, WarnerMedia Holdings, Inc. (“WMH”), a Delaware limited liability company and wholly owned subsidiary of Warner Bros. Discovery, Inc. (“WBD”), issued a conditional notice for the redemption in full of all $1,500,000,000 aggregate principal amount of its outstanding 6.412% Senior Notes due 2026 (CUSIP: 55903VBG7) (the “Notes”), in accordance with the terms of the indenture governing the Notes, subject to the satisfaction (or waiver by WMH in its sole discretion) of the condition precedent described below. Such redemption will be funded with the proceeds of borrowings pursuant to a new $1,500,000,000 364-day senior unsecured term loan credit facility (the “Term Loan Facility”) entered into on January 28, 2025 by Discovery Communications, LLC, a Delaware limited liability company, WBD, certain wholly-owned subsidiaries of WBD party thereto, the lenders party thereto, and Mizuho Bank, Ltd.
The redemption of the Notes is conditioned upon receipt by WMH or its affiliate of the proceeds from the Term Loan Facility, on terms and conditions satisfactory in all respects to WMH in its sole discretion. The Notes will be redeemed on February 7, 2025 or, if such condition precedent is not satisfied (or waived by WMH in its sole discretion) on or prior to February 7, 2025, such later date (but not later than March 29, 2025) as such condition precedent is so satisfied (such date of such redemption, the “Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes being redeemed (the “Redemption Price”), plus accrued and unpaid interest on the principal amount being redeemed to, but excluding, the Redemption Date.
On the Redemption Date, the Redemption Price and such accrued and unpaid interest will become due and payable on the Notes and, unless WMH defaults in the payment of the Redemption Price and such accrued and unpaid interest, interest on the Notes being redeemed will cease to accrue on and after the Redemption Date. The notice of conditional full redemption specifying the terms, conditions and procedures for the redemption of the Notes is available through U.S. Bank Trust Company, National Association, located at One Federal Street, 10th Floor, Boston, Massachusetts, 02110, as paying agent for the Notes. The foregoing does not constitute a notice of redemption for the Notes.
