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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): August 3, 2023
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:
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| 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 2.02 Results of Operations and Financial Condition
Earnings Press Release
On August 3, 2023, Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended June 30, 2023. A copy of Warner Bros. Discovery's press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Trending Schedules
As previously disclosed, on April 8, 2022, Warner Bros. Discovery, formerly known as Discovery, Inc. (“Discovery”), completed the combination (the “Merger”) of Discovery and the WarnerMedia business (the “WarnerMedia Business”) of AT&T Inc. In connection with the completion of the Merger, the Company reevaluated and changed its reportable segments during the quarter ended June 30, 2022. On August 4, 2022, to assist investors in assessing the Company’s historical performance on a basis that reflected the completion of the Merger and change in reportable segments, the Company issued trending schedules (the “Trending Schedules”) which summarized certain unaudited supplemental financial information, including unaudited pro forma combined financial information reflecting the combined results of the Company and the WarnerMedia Business for the periods reflected therein.
A copy of the updated Trending Schedules is furnished herewith as Exhibit 99.2 and incorporated herein by reference.
The information in this Item 2.02, including Exhibits 99.1 and 99.2 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On August 3, 2023, Warner Bros. Discovery issued a press release announcing that its wholly-owned subsidiaries, Warner Media, LLC (“WML”), Historic TW Inc. (“TWI”), Discovery Communications, LLC (“DCL”) and WarnerMedia Holdings, Inc. (“WMH”), had commenced cash tender offers (each, a “Tender Offer” and, together the “Tender Offers”) pursuant to which (i) WML will offer to purchase for cash any and all of its outstanding 4.050% Senior Notes due 2023 (the “4.050% Notes”) and 3.550% Senior Notes due 2024 (the “3.550% Notes”), (ii) TWI will offer to purchase for cash any and all of its outstanding 7.570% Senior Notes due 2024 (the “7.570% Notes”), (iii) DCL will offer to purchase for cash any and all of its outstanding 3.800% Senior Notes due 2024 (the “3.800% Notes”) and (iv) WMH will offer to purchase for cash any and all of its outstanding 3.528% Senior Notes due 2024 (the “3.528% Notes”) and 3.428% Senior Notes due 2024 (the “3.428% Notes” and, together with the 4.050% Notes, the 3.550% Notes, the 7.570% Notes, the 3.800% Notes and the 3.528% Notes, the “Notes”). The complete terms and conditions of the Tender Offers are set forth in an offer to purchase and notice of guaranteed delivery that will be sent to registered holders of the Notes and be posted online at www.dfking.com/WBD.
A copy of Warner Bros. Discovery’s press release announcing the Tender Offers is attached to this Current Report on Form 8-K as Exhibit 99.3 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 99.3 are for information purposes only and do not constitute an offer to purchase any of the Notes.
Item 9.01. Financial Statements and Exhibits
| | | | | |
| 99.1 | |
| 99.2 | |
| 99.3 | |
| 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 (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
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| | | | Warner Bros. Discovery, Inc. |
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Date: August 3, 2023 | | By: | | /s/ Gunnar Wiedenfels |
| | | | | | Gunnar Wiedenfels |
| | | | | | Chief Financial Officer |
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