Spin-off - Warner Bros. Discovery, Inc.

Form Type: 8-K

Filing Date: 2025-06-09

Corporate Action: Spin-off

Type: New

Accession Number: 000143710725000138

Filing Summary: On June 9, 2025, Warner Bros. Discovery, Inc. announced its plans to separate into two publicly traded companies in a tax-free transaction, referred to as the 'Separation Transaction.' This announcement was made through a press release and is documented in Exhibit 99.1 attached to the report. Concurrently, the company initiated Tender Offers to purchase substantially all of its outstanding notes and debentures for an aggregate purchase price of approximately $14.6 billion, along with Consent Solicitations for proposed amendments to the indentures governing these notes. This information can be found in the press release attached as Exhibit 99.2. To finance these transactions, the company has entered into a commitment letter for a secured bridge loan facility of up to $17.5 billion, which may be increased to $20 billion under certain conditions. The report outlines various risks and uncertainties associated with the Separation Transaction and other actions.