NEW YORK - Warner Bros. Discovery Inc. (NASDAQ:WBD) announced today that it has received the required consents to amend indentures governing its senior unsecured notes, according to a press release statement. The entertainment giant, with a market capitalization of $67.7 billion, carries total debt of $32.5 billion across its various note series.
The consent solicitations, conducted by Discovery Global Holdings Inc. and Discovery Communications LLC, expired on Monday at 5:00 p.m. New York time. The amendments relate to multiple series of notes issued by the two WBD subsidiaries.
Consent rates ranged from 79.04% to 99.18% across the various note series. The notes include dollar-denominated securities with interest rates between 3.95% and 5.30% maturing between 2027 and 2052, as well as euro-denominated notes with rates between 4.302% and 4.693% maturing between 2030 and 2033.
Supplemental indentures were executed on Monday and became effective immediately, though they will only become operative on the payment date, expected to occur on or about Thursday.The debt restructuring comes as WBD shares have surged 183% over the past year, though InvestingPro analysis suggests the stock is currently overvalued relative to its Fair Value. For deeper insights into WBD’s financial health and detailed valuation metrics, investors can access the comprehensive Pro Research Report, available for this and 1,400+ other US equities.
The consent solicitations were conducted in connection with the proposed acquisition of WBD by Paramount Skydance Corporation. According to InvestingPro Tips, the company’s short-term obligations currently exceed its liquid assets, with a current ratio of 0.73. Paramount separately commenced concurrent tender offers and exchange offers for certain WBD notes.
Consenting bondholders are eligible to receive a consent payment of $2.50 or €2.50 per $1,000 or €1,000 principal amount of notes. Paramount intends to pay the consent fees and related expenses on behalf of the WBD issuers using cash on hand, regardless of whether the acquisition is completed. WBD has no obligation to pay the consent fees.
BofA Securities and Citigroup served as solicitation agents for the consent solicitations. Global Bondholder Services Corporation acted as tabulation and information agent.
In other recent news, Warner Bros. Discovery reported its first-quarter 2026 earnings, missing the forecasted earnings per share (EPS) with an actual EPS of -1.17 compared to the expected -0.09. However, the company met its revenue forecast, reporting 8.89 billion USD. In addition to its earnings announcement, Warner Bros. Discovery increased its loan sale for the second time, raising it to fully replace $15 billion of short-term financing. This move comes ahead of its planned acquisition by Paramount Skydance Corp. A bank group led by JPMorgan Chase & Co. facilitated the loan increase from approximately $10 billion, reflecting strong demand for credit.
Furthermore, the company is seeking consent from noteholders to amend debt terms through its subsidiaries, Discovery Global Holdings Inc. and Discovery Communications LLC. The proposed amendments aim to extend the deadline for required exchange transactions to March 4, 2027, aligning with the merger agreement end date for Paramount Skydance Corporation’s acquisition. Additionally, JPMorgan led a loan sale to assist Warner Bros. Discovery in refinancing part of its $15 billion bridge facility. The sale includes a $5 billion term loan and a 1 billion euro loan maturing in 2033.
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