M&A - ADVANCE/NEWHOUSE PARTNERSHIP

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225001750

Filing Summary: This Amendment No. 2 amends and supplements the prior Schedule 13D filings made by the Reporting Persons regarding the Series A Common Stock of Warner Bros. Discovery, Inc. The Reporting Persons, which include A/NPP Diversified Holdings LLC and Advance/Newhouse Partnership, report holding 98,181,749 shares of Common Stock. This Amendment reflects a significant block sale of 100,000,000 shares at a net price of $10.97 per share agreed upon on June 30, 2025, intended to provide financial flexibility and support for ongoing estate planning, investment programs, and other corporate purposes. Following this transaction, the Reporting Persons will no longer be beneficial owners of over 5% of the Issuer's outstanding shares. The document also reveals a prior contribution of shares from Advance/Newhouse Programming Partnership to A/NPP Diversified Holdings LLC as part of an internal reorganization, further emphasizing the reporting entities' ownership structure and operations within the corporation.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000095014225001436

Filing Summary: On May 16, 2025, Advance/Newhouse Partnership (A/N) entered into a Transaction Agreement with Charter Communications, Inc. and Cox Enterprises, Inc. The agreement details the acquisition of 100% of the equity interests of certain subsidiaries of Cox Communications, which engage in commercial fiber and managed IT services, and includes provisions for the contribution of other assets related to Cox's residential cable business. The agreement stipulates that A/N has committed to vote in favor of certain amendments to the Issuer's certificate of incorporation related to the transaction and entered into a voting agreement to act in accordance with this commitment, representing approximately 12% of the voting power. Furthermore, A/N has amended its Share Repurchase Agreement concerning its participation in the Issuer's stock repurchase activities and delineated new terms governing its rights and obligations following the transaction's closing. The total shares beneficially owned by the Reporting Persons amount to 19,139,641 shares of Class A Common Stock, constituting around 12.20% of the outstanding shares as of March 31, 2025, reflecting a significant ownership position amid the ongoing acquisition activities.