Warner Bros. Discovery said on Jun 16, 2025 it had the bondholder consents it sought in debt offers capped at about $14.6 billion

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Warner Bros. Discovery said on Jun 16, 2025 that holders of its subsidiaries' debt had delivered the consents needed to change the contracts that govern that debt. The consents were sought alongside cash tender offers, which are offers to buy debt straight from its holders, that the subsidiaries launched on Jun 9 with payments capped at about $14.6 billion. The company reported the news in an 8-K, the filing a US-listed company makes when something material happens, under items 1.01 (a material agreement), 3.03 (a change to the rights of security holders) and 8.01 (other events).1^,2^,3^,4

Discovery Communications, WarnerMedia Holdings and Historic TW signed supplemental indentures, amendments to the contracts that govern the notes, dated Jun 13 and Jun 16, 2025. Each took effect when signed but was to become operative only when the matching tender offer settled. Once operative, the amendments to the Discovery Communications and WarnerMedia Holdings notes were to remove nearly all restrictive covenants and lift the limits on merging or moving assets, along with the duty to repurchase the notes after a change of control. They were also to add limits on the company's ability to repurchase or exchange certain notes that remained outstanding after the offers, and provisions for amended notes with an additional covenant.5^,6^,7^,8^,9^,10^,11^,12

The press release listed consents series by series. Holders of $6,901,635,000 of WarnerMedia Holdings' $7,000,000,000 of 5.141% senior notes due 2052, or 98.59%, delivered theirs.13

The offers began on Jun 9, the day the company announced plans to split into two publicly traded companies. On Jun 11 it said it intended to use its early settlement right, with settlement expected on Jun 30, subject to the conditions of the offers. On Jun 26, 2025, WarnerMedia Holdings signed an 18-month, $17.0 billion bridge loan agreement (a short-term loan), and the company's 8-K of that day said it intended to draw the loan on Jun 30 to pay for the early settlement. The consent deadline was 5:00 p.m. New York time on Jun 13. Holders had to tender by 5:00 p.m. on Jun 23, unless extended, to qualify for the total consideration, which includes an early tender premium. The offers were set to expire at 5:00 p.m. on Jul 9, 2025, unless extended.2^,14^,15^,16^,17^,18^,19^,20^,21^,22^,23

Warner Bros. Discovery is the parent of Warner Bros. Games, which publishes Hogwarts Legacy and Mortal Kombat 1, among other titles. The offers were made by its subsidiaries Discovery Communications, WarnerMedia Holdings, Warner Media and Historic TW, and the filing concerns their debt.24^,25^,2

The 8-K pointed to the Offer to Purchase and Consent Solicitation Statement of Jun 9, 2025 for the full terms of the offers; this article does not draw on that statement.26