�ƹ���Ƶ

�ƹ���Ƶ. (NASDAQ:WBD) (“�ƹ���Ƶ. Discovery” or the “Company”) today announced the early participation results of the previously announced tender offers (the “Offers”) by its wholly-owned subsidiaries, Discovery Communications, LLC (“DCL”), WarnerMedia Holdings, Inc. (“WMH”), Warner Media, LLC (“WML”) and Historic TW, Inc. (“TWI” and, together with DCL, WMH and WML, the “Issuers”), to purchase for cash substantially all of their outstanding notes and debentures (collectively, the “Notes”).  Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the “Offer to Purchase and Consent Solicitation Statement”).

The Offers were commenced on June 9, 2025 and are being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. According to information provided by the Tender and Information Agent (as defined herein) for the Offers, the following table presents the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn as of the Early Tender Deadline, as well as the aggregate principal amount of each series of Notes with respect to which Consent Only Instructions were validly delivered and not validly revoked prior to the Consent Expiration Time. As previously disclosed, as of 5:00 p.m., New York City time, on June 13, 2025, the Issuers had received the Requisite Consents for the adoption of certain proposed amendments to each of the Indentures (“Proposed Amendments”) governing the Notes and, promptly thereafter, the applicable Issuer and the applicable Trustee entered into supplemental indentures relating to such Proposed Amendments to the applicable Indentures governing the Notes. Such supplemental indentures became effective upon execution and will become operative on the Early Settlement Date (as defined below).

In accordance with the terms of the Offers and Consent Solicitations, the withdrawal deadline was 5:00 p.m., New York City time, on June 23, 2025. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

1. The Pool Tender Caps represent the maximum aggregate purchase price in respect of a Pool that may be purchased in the Offers. The Pool Tender SubCaps represent the maximum aggregate purchase price in respect of DCL’s 3.950% Senior Notes due 2028 and WMH’s 4.279% Senior Notes due 2032 that may be purchased in the Offers, respectively. To determine whether the Pool 1 Tender Cap has been reached, we will convert into U.S. Dollars the applicable purchase price payable with respect to DCL's 1.90% Senior Notes due 2027 validly tendered using the applicable exchange rate, as of 2:00 p.m., New York City Time, on the date of the Early Tender Deadline, as reported on the Bloomberg screen page "BFIX" under the heading “EUR/USD Fixings” (or, if such screen is unavailable, a generally recognized source for currency quotations selected by the Lead Dealer Managers (as defined herein) with quotes as of a time as close as reasonably possible to the aforementioned).Subject to the Pool Tender Caps, the Pool Tender SubCaps and proration, the principal amount of each series of Notes that is purchased in the Offers and Consent Solicitations will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 9 being the lowest). Notes of the series in the last applicable Acceptance Priority Level within the applicable Tender Pool accepted for purchase in accordance with the terms and conditions of the Offers would be subject to proration (rounded to avoid the purchase of Notes in a principal amount other than in an integral multiple of $1,000 or €1,000, as applicable) if the aggregate purchase price (excluding Accrued Interest) of the Notes of such series validly tendered and not validly withdrawn would cause the Pool Tender Cap or the Pool Tender SubCap, as applicable, to be exceeded. Holders of the Notes described under Pool 1, Pool 2, Pool 3 and Pool 4 that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive amended notes in lieu of the Notes that were not accepted in full due to proration (“Amended Notes”) which will provide such holders the option to receive an additional cash payment or Junior Lien Exchange Notes, subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Notes described under Pool 1, Pool 2, Pool 3 and Pool 4 that validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account.
2. Holders of Notes that validly delivered and did not validly revoke Consent Only Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Refer to our press release dated June 16, 2025 for more information regarding the applicable Consent Payment for a series of Notes. In addition, holders of Pool 2 Notes and Pool 6 Notes that validly delivered and did not validly revoke their Consent Only Instructions at or prior to the Consent Expiration Time will be eligible to receive Amended Notes, subject to the terms and conditions described in the Offer to Purchase and Consent Solicitation Statement. Such holders will be eligible to receive Amended Notes so long as such holders have not changed their Consent Only Instructions following the Consent Expiration Time.
3. Holders of Pool 1 Notes, Pool 2 Notes, 2028 Notes, 2047 Notes, 2049 Notes, 2050 Notes, 2052 Notes, 2055 Notes and 2062 Notes (collectively, the “Tendered Consent Fee Eligible Notes”) that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Refer to our press release dated June 16, 2025 for more information regarding the applicable Consent Payment for a series of Notes.
4. Holders of Notes that validly delivered their Tender Instructions prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline are eligible to receive the Total Consideration as described below and, in the case of Tendered Consent Fee Eligible Notes, a Consent Payment.
5. Holders of Notes that validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline are eligible to receive the Total Consideration as described below.
6. For each series of Notes, the aggregate amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline is the sum of the figures set forth under the columns titled “Aggregate Amount of Notes Tendered Prior to the Consent Expiration Time & Not Withdrawn Prior to the Early Tender Deadline” and “Aggregate Amount of Notes Tendered After Consent Expiration Time & Not Withdrawn Prior to Early Tender Deadline.”

The Total Consideration for each series of Notes (other than for TWI’s 6.95% Debentures due 2028, TWI’s 6.625% Debentures due 2029, WML’s 3.875% Notes due 2026, WML’s 2.95% Notes due 2026, WML’s 3.80% Notes due 2027, WML’s 7.625% Debentures due 2031, WML’s 7.700% Debentures due 2032, WML’s 6.50% Debentures due 2036, WML’s 6.20% Debentures due 2040, WML’s 6.10% Debentures due 2040, WML’s 6.25% Debentures due 2041, WML’s 5.375% Debentures due 2041, WML’s 4.90% Debentures due 2042, WML’s 5.35% Debentures due 2043, WML’s 4.65% Debentures due 2044 and WML’s 4.85% Debentures due 2045 (collectively, the “TWI Fixed Price Notes”)) validly tendered at or prior to the Early Tender Deadline and accepted for purchase will be calculated using the applicable Fixed Spread (as set forth on the cover page of the Offer to Purchase and Consent Solicitation), which is inclusive of an amount in cash equal to $50 per $1,000 principal amount or €50 per €1,000 principal amount, as applicable, of Notes for each series (the “Early Tender Premium”). The Total Consideration for each series of the TWI Fixed Price Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase will be $1,000 per $1,000 principal amount of TWI Fixed Price Notes, which is inclusive of the Early Tender Premium for such TWI Fixed Price Notes in an amount in cash equal to $50 per $1,000 principal amount of TWI Fixed Price Notes. Only Holders that validly tendered their Notes and did not validly withdraw their Notes at or prior to the Early Tender Deadline are eligible to receive the Early Tender Premium. Payments for Notes purchased will include accrued and unpaid interest, if any, from and including the last interest payment date applicable to the relevant series of Notes up to, but not including, the Settlement Date for such Notes accepted for purchase. Holders of Tendered Consent Fee Eligible Notes that validly delivered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. In addition, holders of the Notes that validly delivered and did not validly revoke Consent Only Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment.

The Total Consideration will be determined at 9:30 a.m., New York City time on June 24, 2025 and will be publicly announced by us through a press release. The Offers 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 by the applicable Issuer, the “Expiration Time”).

Because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 1 Tender Cap, DCL and WMH do not expect to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the Pool 1 Tender Cap and the Acceptance Priority Levels set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept for purchase all of the 4.900% Senior Notes due 2026 and 1.90% Senior Notes due 2027 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, while WMH  expects to accept for purchase the 3.755% Senior Notes due 2027 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 1 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Notes that were not accepted in full or at all due to proration.  Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 1 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 1 Tender Cap, DCL and WMH do not expect to accept for purchase any Pool 1 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date.

Because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 2 Tender Cap, WMH does not expect to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the Pool 2 Tender Cap set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept for purchase the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline each on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 2 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 2 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 2 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 2 Tender Cap, WMH does not expect to accept for purchase any Pool 2 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date.

Because the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap and, in the case of 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, the 2028 Notes SubCap. DCL does not expect to accept for purchase all Pool 3 Notes or 3.950% Senior Notes due 2028 that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline. Rather, subject to the 2028 Notes SubCap with respect to 3.950% Senior Notes due 2028 set forth in the table above, as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept the 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. Further, subject to the Pool 3 Tender Cap, the Acceptance Priority Levels and the aforementioned 2028 Notes SubCap set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept for purchase all of the 4.000% Senior Notes due 2055 and 4.650% Senior Notes due 2050 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, and DCL expects to accept for purchase the 5.200% Senior Notes due 2047 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. None of the other series of the Pool 3 Notes are expected to be accepted in the Offers. As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 3 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 3 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 3 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account. Additionally, because the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap, DCL does not expect to accept for purchase any Pool 3 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date.

Because the Pool 4