The Firm is representing the dealer managers and solicitation agents, led by J.P. Morgan Securities LLC and J.P. Morgan Securities plc, in connection with cash tender offers (the “Tender Offers”) by certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc. (“WBD”)—Discovery Communications, LLC, Warner Media, LLC, WarnerMedia Holdings, Inc. and Historic TW Inc. (collectively, the “Issuers”)—to purchase substantially all of their outstanding approximately $35.5 billion aggregate principal amount of notes and debentures (the “Notes”) for an aggregate purchase price of up to $14.6 billion cash spend across six separate pools.
Concurrently with the Tender Offers, the Issuers are soliciting consents (the “Consent Solicitations”) from holders of certain series of the Notes to adopt certain proposed amendments to the indentures governing such Notes. For bonds tendered and not repurchased, holders will receive the benefit of certain covenant protections with respect to certain restricted debt payments as well as a future junior lien/cash offer option that will allow eligible holders to exchange into junior lien notes in a future exchange offer, if any.
The Tender Offers and Consent Solicitations were launched to optimize WBD’s debt portfolio in connection with its plans to separate into two publicly traded companies: Streaming & Studios and Global Networks. The Tender Offers are being funded by a $17.5 billion committed bridge facility. Simpson Thacher also represented the financing sources in connection with the initial $43 billion combination of AT&T Inc.’s WarnerMedia with Discovery, Inc. and all subsequent financings.
WBD is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, WBD inspires, informs and entertains audiences worldwide through its iconic brands and products.
The Simpson Thacher team includes David Azarkh, Patrick Baron, Ben Pittenger, Minaal E. Wickremesinghe and Ye Joo Lee (Capital Markets); and Michael Mann (Tax).