Warner Bros. Discovery units sought note holders' consent; Paramount planned to pay $2.50 per $1,000
On May 19, 2026, Warner Bros. Discovery said its subsidiaries Discovery Communications, LLC and Discovery Global Holdings, Inc. had begun asking holders of certain series of their notes to consent to changes to the indentures that govern them. One proposed change would have moved the deadline for the subsidiaries to start an offer of junior lien secured notes in exchange for the old notes from Dec 30, 2026 to the end date of the merger agreement for Paramount Skydance Corporation's then-proposed acquisition of Warner Bros. Discovery, which was Mar 4, 2027 and could be extended by the parties. The press release offered holders who consented by 5:00 p.m. New York City time on May 26, 2026 a cash payment of $2.50 for each $1,000 of principal amount, or €2.50 for each €1,000, as applicable, and said Paramount intended to pay it on the subsidiaries' behalf. Warner Bros. Discovery set this out in an 8-K, a US company's report of a material event, filed on May 19, 2026, with its press release attached.1,2,3,4,5,6,7,8,9,10,11
How each figure was checked
- the day of the announcement, as the filing words itMay 19, 2026Warner Bros. Discovery, Form 8-K filed May 19, 2026 (SEC EDGAR) ↗
- the two subsidiaries have begun consent solicitations from holders of certain series of their noteshave commenced solicitations of consents from holders of certain series of their outstanding notes to adopt certain proposed amendments to the indenturesWarner Bros. Discovery, Form 8-K filed May 19, 2026 (SEC EDGAR) ↗
- a proposed amendment would extend the deadline to start the junior lien exchange offerextend the deadline by which the WBD Issuers are obligated to commence an offer for junior lien secured notesWarner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the current deadline the amendment would moveDecember 30, 2026Warner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the End Date under the merger agreement, which the new deadline would be, and that the parties may extend itMarch 4, 2027Warner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the solicitations are conducted in connection with Paramount Skydance Corporation's proposed acquisition of WBDconducted in connection with the proposed acquisition by Paramount Skydance Corporation of WBDWarner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the consent payment amounta consent fee of $2.50 or €2.50, as applicable, in cashWarner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the principal amount the consent payment is paid onfor each $1,000 or €1,000, as applicable, in aggregate principal amount of WBD NotesWarner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the deadline for consents to be eligible for the consent payment5:00 p.m., New York City time, on May 26, 2026Warner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- who intends to pay the consent payment, on the issuers' behalfParamount intends to pay the Consent Payment on the WBD Issuers' behalf using cash on handWarner Bros. Discovery press release of May 19, 2026, Exhibit 99.1 to the 8-K ↗
- the day the 8-K was filedMay 19, 2026
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The record
- Company
- Warner Bros. Discovery (CIK 1437107)
- Form
- 8-K
- Accession
- 0001437107-26-000059
- Filed
- May 19, 2026
- Period of report
- May 19, 2026
- Items
- 8.01 Other events
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