false 0001437107 0001437107 2023-06-14 2023-06-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2023

 

 

 

LOGO

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

  Commission File Number: 001-34177  
Delaware     35-2333914

(State or other jurisdiction

of incorporation)

     (IRS Employer
Identification No.)

230 Park Avenue South

New York, New York 10003

(Address of principal executive offices, including zip code)

212-548-5555

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange
on which registered

Series A Common Stock   WBD   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 8.01

Other Events

On June 14, 2023, Warner Bros. Discovery, Inc. (the “Company”) announced the expiration and results, as of 5:00 p.m., New York City time, on June 13, 2023, of the previously announced cash tender offer (the “Tender Offer”) by WarnerMedia Holdings, Inc., the Company’s wholly-owned subsidiary (the “Issuer”), for any and all of the Issuer’s outstanding Floating Rate Notes due 2024 (the “Notes”).

The Tender Offer was announced on June 7, 2023, and was made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery, each dated June 7, 2023.

A copy of the Company’s press release relating to the results of the Tender Offer is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for information purposes only and do not constitute an offer to purchase the Notes.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit
Number

   

Description

99.1    Press release of Warner Bros. Discovery, Inc., dated June 14, 2023.
101    Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    WARNER BROS. DISCOVERY, INC.
Date: June 14, 2023     By:  

/s/ Gunnar Wiedenfels

    Name:   Gunnar Wiedenfels
    Title:   Chief Financial Officer

 

3

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