Warner Bros. Discovery, Inc. 8-K

What Happened

• Warner Bros. Discovery (WBD) announced that its subsidiaries Discovery Communications, LLC (DCL) and Discovery Global Holdings, Inc. (DGH) received the required consents in consent solicitations and executed three supplemental indentures on May 26, 2026 to amend the indentures governing 16 series of senior notes. The consent solicitations began May 19, 2026 and expired May 26, 2026 at 5:00 p.m. NYC time. The supplemental indentures become operative on the payment date for the solicitations, expected on or about May 29, 2026.
• The amendments primarily extend the deadline to commence the required exchange offer for junior‑lien secured exchange notes (the "Required Exchange Transactions") from December 30, 2026 to the Merger Agreement "End Date" of March 4, 2027 (as may be extended), tied to the planned acquisition of WBD by Paramount Skydance Corporation (the "Acquisition"), with fallback timing if the Merger Agreement is validly terminated.

Key Details

• Issuers and instruments: Amendments affect 16 note series issued by DCL and DGH (multiple senior note series due 2027–2052).
• Documents filed/executed: DCL Twenty‑Fourth Supplemental Indenture and DGH Third and Fourth Supplemental Indentures (executed May 26, 2026; operative upon expected payment ~May 29, 2026).
• Exchange deadline: Required Exchange Transactions deadline moved from Dec 30, 2026 to the Merger Agreement End Date (Mar 4, 2027), or if the Merger Agreement is validly terminated on or before that date, to the later of Dec 30, 2026 or 90 days after termination.
• Substantive changes if Acquisition closes: Junior Lien Exchange Notes, if issued following a consummated Acquisition, would (as described) not include a restrictive‑liens covenant or a restricted‑debt‑prepayments covenant, would be guaranteed on a senior basis by WBD and certain subsidiaries, and would be secured with junior liens behind the Applicable Take‑Out Facility; if the Acquisition does not close, the exchange notes would be substantially consistent with earlier offer terms (subject to disclosed modifications).

Why It Matters

• These amendments change timing and some key structural terms tied to a potential Acquisition, which can materially affect the rights and protections of noteholders and WBD’s future debt structure. Extending the exchange deadline gives WBD and its subsidiaries more time tied to the outcome of the Acquisition, and the alternate terms (if the Acquisition closes) could reduce certain covenants for the new junior‑lien notes while adding senior guarantees and different lien priorities.
• For investors, this filing signals active restructuring of WBD’s debt procedures tied to the planned merger; bondholders should review the supplemental indentures and the company’s consent solicitation materials to understand how the amendments affect covenant protection, security, guarantee structure, and timing.