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Simpson Thacher Represents Underwriters in €1.5 Billion Senior Notes Offering by WarnerMedia Holdings, Inc. and Dealer Managers in Concurrent Tender Offer

05.20.24

The Firm represented the underwriters, led by Barclays Bank PLC, Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, in connection with the registered offering by WarnerMedia Holdings, Inc. (the “Company”), a direct wholly owned subsidiary of Warner Bros. Discovery, Inc. (“WBD”), of €650 million aggregate principal amount of its 4.302% Senior Notes due 2030 and €850 million aggregate principal amount of its 4.693% Senior Notes due 2033 (the “Offering”). WBD intends to use the net proceeds from the Offering, together with cash on hand and other available sources of liquidity, to fund the Tender Offer.

The Firm also represents the dealer managers, led by Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and MUFG Securities Americas Inc., in connection with a  tender offer (the “Tender Offer”)  by the Company, Discovery Communications, LLC (“DCL”) and Warner Media, LLC (“WML”) to purchase up to $2.5 billion of the following series of notes: 3.900% Senior Notes due 2024 issued by Scripps Networks Interactive Inc.; 3.900% Senior Notes due 2024 issued by DCL; 4.000% Senior Notes due 2055 issued by DCL; 4.650% Senior Notes due 2050 issued by DCL; 4.950% Senior Notes due 2042 issued by DCL; 4.875% Senior Notes due 2043 issued by DCL; 5.200% Senior Notes due 2047 issued by DCL; 5.300% Senior Notes due 2049 issued by DCL; 4.650% Senior Notes due 2044 issued by WML; 4.850% Senior Notes due 2045 issued by WML; 4.900% Senior Notes due 2042 issued by WML; 5.350% Senior Notes due 2043 issued by WML; and 5.050% Senior Notes due 2042 issued by WMH. The Tender Offer will expire at 5:00 p.m., New York City time, on June 7, 2024.

WBD is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. 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 included David Azarkh, Patrick Baron and Kelly Johnson (Capital Markets); Michael Mann (Tax); Kristy Fields and Pasco Struhs (Executive Compensation and Employee Benefits) Lori Lesser and Riley Morrow (Intellectual Property); Tim Mulvihill and Deepa Sarkar (Environmental); and Jennie Getsin (Blue Sky).