|
Offer to Purchase for Cash the Outstanding Notes Listed Below Subject to the Terms Set Forth Herein
and
Solicitation of Consents to Amend the Indentures Governing Certain of the Notes Listed Below
Pool 1 Notes
|
|
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Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
|
|
Discovery Communications, LLC (“DCL”)
|
4.900% Senior Notes due 2026
|
$650,000,000
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25470DAL3 / US25470DAL38
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1
|
|
1.90% Senior Notes due 2027
|
€600,000,000
|
111729824 / XS1117298247
|
2
|
|
WarnerMedia Holdings, Inc. (“WMH”)
|
3.755% Senior Notes due 2027
|
$4,000,000,000
|
55903VBA0 / US55903VBA08
55903VAG8 / US55903VAG86
U55632AD2 / USU55632AD24
|
3
|
Pool 2 Notes
|
|
|
Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
|
|
WMH
|
4.302% Senior Notes due 2030
|
€650,000,000
|
282180553 / XS2821805533
|
1
|
|
4.693% Senior Notes due 2033
|
€850,000,000
|
272162115 / XS2721621154
|
1
|
Pool 3 Notes
|
|
|
Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
|
|
DCL
|
3.950% Senior Notes due 2028
|
$1,700,000,000
|
25470DAR0 / US25470DAR08
|
1
|
|
4.000% Senior Notes due 2055
|
$404,843,000
|
25470DBL2 / US25470DBL29
25470DBK4 / US25470DBK46
U25478AH8 / USU25478AH87
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2
|
|
4.650% Senior Notes due 2050
|
$302,548,000
|
25470DBH1 / US25470DBH17
|
3
|
|
5.200% Senior Notes due 2047
|
$604,594,000
|
25470DAT6 / US25470DAT63
|
4
|
|
5.300% Senior Notes due 2049
|
$279,031,000
|
25470DBG3 / US25470DBG34
|
5
|
|
4.875% Senior Notes due 2043
|
$219,974,000
|
25470DAJ8 / US25470DAJ81
|
6
|
|
4.95% Senior Notes due 2042
|
$225,508,000
|
25470DAG4 / US25470DAG43
|
7
|
|
5.000% Senior Notes
|
$548,132,000
|
25470DAS8 / US25470DAS80
|
8
|
|
6.350% Senior Notes due 2040
|
$664,475,000
|
25470DAD1 / US25470DAD12
|
9
|
Pool 4 Notes
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|
|
Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
|
|
WMH
|
4.279% Senior Notes due 2032
|
$5,000,000,000
|
55903VBC6 / US55903VBC63
55903VAL7 / US55903VAL71
U55632AF7 / USU55632AF71
|
1
|
|
5.391% Senior Notes due 2062
|
$3,000,000,000
|
55903VBF9 / US55903VBF94
55903VAS2 / US55903VAS25
U55632AJ9 / USU55632AJ93
|
2
|
|
5.141% Senior Notes due 2052
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$7,000,000,000
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55903VBE2 / US55903VBE20
55903VAQ6 / US55903VAQ68
U55632AH3 / USU55632AH38
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3
|
|
5.050% Senior Notes due 2042
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$4,301,142,000
|
55903VBD4 / US55903VBD47
55903VAN3 / US55903VAN38
U55632AG5 / USU55632AG54
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4
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Pool 5 Notes
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|
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Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
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|
Historic TW Inc.
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8.30% Discount
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$155,992,000
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887315AZ2
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N/A
|
|
(“TWI”)
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Debentures due 2036
|
|
US887315AZ25
|
|
|
6.85% Debentures due 2026
|
$16,557,000
|
887315BB4 / US887315BB48
|
N/A
|
|
6.95% Debentures due 2028
|
$66,560,000
|
887315BM0 / US887315BM03
|
N/A
|
|
6.625% Debentures due 2029
|
$62,315,000
|
887315BN8 / US887315BN85
|
N/A
|
|
Warner Media, LLC (“WML”)
|
3.875% Notes due 2026
|
$29,539,000
|
887317AZ8 / US887317AZ80
|
N/A
|
|
2.95% Notes due 2026
|
$43,154,000
|
887317BA2 / US887317BA21
|
N/A
|
|
3.80% Notes due 2027
|
$54,101,000
|
887317BB0 / US887317BB04
|
N/A
|
|
7.625% Debentures due 2031
|
$155,327,000
|
00184AAC9 / US00184AAC99
|
N/A
|
|
7.700% Debentures due 2032
|
$139,022,000
|
00184AAG0 / US00184AAG04
|
N/A
|
|
6.50% Debentures due 2036
|
$15,496,000
|
887317AD7 / US887317AD78
|
N/A
|
|
6.200% Debentures due 2040
|
$23,805,000
|
887317AE5 / US887317AE51
|
N/A
|
|
6.10% Debentures due 2040
|
$38,861,000
|
887317AH8 / US887317AH82
|
N/A
|
|
6.25% Debentures due 2041
|
$68,153,000
|
887317AL9 / US887317AL94
|
N/A
|
|
5.375% Debentures due 2041
|
$13,183,000
|
887317AM7 / US887317AM77
|
N/A
|
|
4.90% Debentures due 2042
|
$18,533,000
|
887317AP0 / US887317AP09
|
N/A
|
|
5.35% Debentures due 2043
|
$29,840,000
|
887317AS4 / US887317AS48
|
N/A
|
|
4.65% Debentures due 2044
|
$11,087,000
|
887317AU9 / US887317AU93
|
N/A
|
|
4.85% Debentures due 2045
|
$4,833,000
|
887317AX3 / US887317AX33
|
N/A
|
Pool 6 Notes
|
|
|
Aggregate Principal Amount Outstanding
|
CUSIP No./ Common Code & ISIN
|
Acceptance Priority Level (1)
|
|
DCL
|
4.125% Senior Notes due 2029
|
$750,000,000
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25470DBF5 / US25470DBF50
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N/A
|
|
3.625% Senior Notes due 2030
|
$1,000,000,000
|
25470DBJ7 / US25470DBJ72
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N/A
|
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WMH
|
4.054% Senior Notes due 2029
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$1,500,000,000
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55903VBB8 / US55903VBB80
55903VAJ2 / US55903VAJ26
U55632AE0 / USU55632AE07
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N/A
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EACH OFFER (AS DEFINED HEREIN) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 9, 2025, UNLESS EXTENDED BY US IN OUR SOLE DISCRETION OR
EARLIER TERMINATED (THE “EXPIRATION TIME”). HOLDERS OF NOTES MUST VALIDLY TENDER THEIR NOTES AND NOT VALIDLY WITHDRAW THEIR NOTES AT OR PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON JUNE 23, 2025, UNLESS EXTENDED OR EARLIER TERMINATED BY THE APPLICABLE ISSUER (THE “EARLY TENDER DEADLINE”),
TO BE ELIGIBLE TO RECEIVE THE APPLICABLE TOTAL CONSIDERATION (AS DEFINED HEREIN). HOLDERS OF NOTES WHO VALIDLY TENDER THEIR NOTES AND DO NOT
VALIDLY WITHDRAW THEIR NOTES AFTER THE EARLY TENDER DEADLINE AND BEFORE THE EXPIRATION TIME WILL RECEIVE THE APPLICABLE “TENDER OFFER
CONSIDERATION” PER $1,000 OR €1,000, AS APPLICABLE, OF PRINCIPAL AMOUNT OF NOTES TENDERED BY SUCH HOLDERS THAT ARE ACCEPTED FOR PURCHASE,
WHICH IS EQUAL TO THE APPLICABLE TOTAL CONSIDERATION MINUS THE EARLY TENDER PREMIUM. HOLDERS OF TENDERED CONSENT FEE ELIGIBLE NOTES ARE ELIGIBLE
TO RECEIVE A CONSENT PAYMENT IF SUCH HOLDERS VALIDLY TENDER AND DO NOT VALIDLY WITHDRAW THEIR TENDER INSTRUCTIONS AT OR PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON JUNE 13, 2025, UNLESS EXTENDED OR EARLIER TERMINATED BY US (“CONSENT EXPIRATION TIME”).
NOTES WITH CONSENT ONLY OPTION CAN ELECT TO DELIVER CONSENT ONLY INSTRUCTIONS WITHOUT TENDERING SUCH NOTES. HOLDERS OF POOL 6 NOTES CAN ONLY
DELIVER CONSENT ONLY INSTRUCTIONS AND CANNOT TENDER ANY NOTES. HOLDERS OF THE NOTES MUST VALIDLY DELIVER AND NOT VALIDLY REVOKE CONSENT ONLY
INSTRUCTIONS AT OR PRIOR TO THE CONSENT EXPIRATION TIME TO BE ELIGIBLE TO RECEIVE A CONSENT PAYMENT. HOLDERS OF NOTES WITHOUT CONSENT ONLY
OPTION CAN ONLY DELIVER TENDER INSTRUCTIONS. HOLDERS OF NOTES THAT DELIVER TENDER INSTRUCTIONS PRIOR TO THE CONSENT EXPIRATION TIME WILL BE
DEEMED TO HAVE VALIDLY DELIVERED THEIR RELATED CONSENTS TO THE PROPOSED AMENDMENTS. HOLDERS OF NOTES WITHOUT CONSENT ONLY OPTION THAT WISH TO
CONSENT BUT NOT PARTICIPATE IN THE TENDER OFFER MUST DELIVER THEIR TENDER INSTRUCTIONS PRIOR TO THE CONSENT EXPIRATION TIME AND WITHDRAW THEIR
NOTES AFTER THE CONSENT EXPIRATION TIME AND AT OR PRIOR TO THE WITHDRAWAL DEADLINE.
EACH OFFER AND CONSENT SOLICITATION IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “TERMS OF THE OFFERS
AND THE CONSENT SOLICITATIONS—CONDITIONS OF THE OFFERS AND THE CONSENT SOLICITATIONS.” TENDERED NOTES MAY BE WITHDRAWN IN ACCORDANCE WITH THE
TERMS OF THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT AT ANY TIME AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 23, 2025
(THE “WITHDRAWAL DEADLINE”), BUT NOT THEREAFTER, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.
CONSENTS MAY NOT BE REVOKED AFTER THE EARLIER OF (I) THE CONSENT EXPIRATION TIME AND (II) THE DATE THE APPLICABLE REQUISITE CONSENT CONDITION
(AS DEFINED HEREIN) IS SATISFIED (THE EARLIER OF (I) AND (II), THE “CONSENT REVOCATION DEADLINE”). A VALID WITHDRAWAL OF THE TENDERED NOTES AFTER
THE CONSENT REVOCATION DEADLINE WILL NOT BE DEEMED A REVOCATION OF THE RELATED CONSENTS AND SUCH CONSENTS WILL CONTINUE TO BE DEEMED DELIVERED.
To view copie(s) of the Offer to Purchase and Consent Solicitation document(s) please click on the link(s) below
Offer to Purchase and Consent Solicitation Statement
Requests for information in relation to the procedures for participating in, and for any documents or materials relating to, the Offers and/or the
Consent Solicitations should be directed to the Tender and Information Agent at the address or telephone numbers set forth below. You may also
contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
TENDER OFFER & INFORMATION AGENT
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D.F. King
In New York
48 Wall Street 22nd Floor
New York New York 10005
Tel.: (212) 931-0845 (For Banks and Brokers Only)
(800) 848-3410 (For All Others Toll Free)
wbd@dfking.com
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D.F. King
In London
51 Lime Street,
London, EC3M 7DQ
United Kingdom
Tel: +44 (0) 207 920 9700
wbd@dfking.com
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Any questions regarding the terms of the Offer should be directed to the Lead Dealer Managers.
LEAD DEALER MANAGERS
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J.P. Morgan Securities LLC
As Sole Lead Dealer Manager for the Dollar Notes
383 Madison Avenue
New York, New York 10179
Collect: +1 (212) 834-4087
Toll-Free: +1 (866) 834-4666
Attn: Liability Management Desk
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J.P. Morgan Securities plc
As Sole Lead Dealer Manager for the Euro Notes
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Collect: +44 20 7134 2468
Attn: EMEA Liability Management Desk
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