Warner Bros. Discovery Receives Necessary Consents for Proposed …

Warner Bros. Discovery, Inc. has successfully achieved the necessary Consents for the Proposed Amendments in connection with its recent cash tender offers and consent solicitations. This important milestone was reached as of June 13, 2025, at 5:00 p.m. (New York City Time), which marked the Consent Expiration Time for this process. At this critical juncture, Tender Instructions and Consent Only Instructions were received, totaling a significant amount of Notes outlined in the Official Statement dated June 9, 2025. These instructions, once submitted and not revoked, became irrevocable, allowing for the adoption of the Proposed Amendments to the relevant Indentures governing the Notes.

In order for Holders to receive Amended Notes as part of this initiative, it was necessary for them not to withdraw their Tender & Consent Instructions. Making changes to these instructions could affect eligibility to receive the Amended Notes, as any alterations would result in the loss of this eligibility. Upon the Settlement Date of the applicable Offer, Supplemental indentures related to the Proposed Amendments will come into effect, further solidifying the implementation of these essential changes.

The intricate process of determining the Aggregate Principal Amount Outstanding and the Percentage of Outstanding Notes with Consents Delivered was carefully analyzed for each category of Notes involved in the process. Detailed information about each Pool of Notes, including the relevant CUSIP numbers, ISINs, and Aggregate Principal Amounts, was thoroughly documented to ensure accuracy throughout this procedure. The Consent Payment was also a crucial factor, outlining the financial implications for both Dollar and Euro Notes based on the principal amount tendered.

For specific Pools of Notes, like Pool 6, which were subject solely to the Consent Solicitation, the deliverance of Consents at high percentages underscores the importance of shareholder participation in this process. These Consent payments are essential for the progress and implementation of the Proposed Amendments to the existing Indentures governing the Notes. The adherence to the instructions and guidelines provided throughout this process has been instrumental in reaching this significant stage of the operation.

In conclusion, the successful receipt of the Requisite Consents for the Proposed Amendments is a pivotal achievement for Warner Bros. Discovery, Inc. As this well-coordinated process continues to unfold, the company’s commitment to transparency and adherence to the proper procedures is evident. The effective communication and execution of the necessary steps have set a strong foundation for the future of Warner Bros. Discovery, Inc. and its ongoing operations.