Bank of America Still Sees Upside In a Warner Bros. Discovery Split

Bank of America's securities research team sees the spinoff drama at Warner Bros. Discovery over its linear TV, studios and streaming businesses worth viewing for outsized investor returns.
'We believe the market value for WBD's Studio and DTC (direct-to-consumer) assets standalone could far exceed the market cap of the company today,' BofA Securities analyst Jessica Reif Ehrlich said in a June 2 investor note. A break up of Warner Bros. Discovery since its 2022 merger has long been weighed as a possibility among Wall Street analysts, and Ehrlich sees a potential spinoff of WBD's linear TV assets doing the job of strategically unlocking unrealized shareholder value.
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A possible scenario would see Warner Bros. studios paired with Max, leaving the Discovery linear cable channels to be carved off and left to operate standalone — a potential model NBCUniversal is doing with Versant. 'Further, as a standalone linear asset, we believe there is an opportunity to consolidate a long tail of linear assets (e.g. Versant) that are currently housed within other media organizations,' Ehrlich argued.
While the cable business used to be a cash driver for studios, the TV channels lately have become a drag on earnings, and investors have dinged companies that have been weighed down by channels tied to bundles that have fast fallen out of out of favor with consumers who've spent instead on individual streaming services. NBCU is spinning off most of its cable assets — minus Bravo and including CNBC — into a new company called Versant.
No potential split of WBD has been formally announced. But the major studio has already begun to reorganize the company with an eye to a possible spinoff of its legacy TV assets. In Dec. 2024, the studio said it had reworked its corporate structure into a global linear TV division, separate from its streaming and studios division.
WBD added it had begun the early steps leading toward the new corporate reorganization, with a completion set for mid-2025. Ehrlich said the new corporate structure was designed to 'enhance strategic flexibility and create potential opportunities to unlock shareholder value', as WBD operates in two divisions.
The Wall Street analyst also addressed WBD recently being downgraded to BB+, or junk bond status, for 2025 and 2026 by S&P Global over linear TV weakness as the Hollywood studio continues to pivot to the streaming space. 'Ironically, we view this as a positive development,' Ehrlich wrote as the downgrade potentially contributes to WBD's balance sheet flexibility.
Gunnar Wiedenfels, CFO of WBD, on May 15 during an investors conference appearance put no timing on possible 'strategic action' at the company to better reveal the underlying value of studio assets. 'I can't give a specific timeline, and there is no specific timeline. But we definitely share the view that our current share price is not reflecting the underlying the value of our company,' he said.
The BofA Global Research analyst maintained a buy rating and a price target of $14.00 for shares in WBD. The studio's stock was trading up 5 cents to $9.98 in early afternoon trading on Monday.
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Los Angeles Times

2 hours ago

• Los Angeles Times

Hollywood is in bad shape. You wouldn't know it from CEO pay

Warner Bros. Discovery is in poor shape — so much so that Chief Executive David Zaslav has decided to unwind the 2022 merger he orchestrated by splitting the company in two. But Zaslav himself is doing just fine, to the chagrin of shareholders. In a rare searing rebuke, investors recently cast a symbolic vote disapproving of Zaslav's 2024 compensation package, which rose 4% to $51.9 million compared with the year before. The package, approved by the company's board of directors, ensured that Zaslav remained one of the nation's highest-paid corporate leaders. Proxy advisory firm Institutional Shareholder Services, known as ISS, described the company's executive compensation packages as 'an unmitigated pay-for-performance misalignment.' The situation renewed scrutiny of the compensation levels for leaders of the top entertainment companies, which remain high compared with peers in other industries. Although 2024 was a bad year for Hollywood, it was a very good year for some of the industry's top executives, according to a survey of data by Equilar, which studies executive pay, for The Times. The median compensation for those executives for 2024 was $33.9 million, up 7% from 2023, Equilar said. That's about double the median compensation of CEOs at S&P 500 companies, which was $17.1 million last year. The compensation data include stock options, base salaries, bonuses and other perks for CEOs from Netflix, Fox Corp., Roku, Lions Gate Entertainment Corp., AMC Networks, Comcast, Warner Bros. Discovery and the Walt Disney Co. Paramount was excluded from the median data because of a change from one CEO to three in April 2024. 'The compensation packages remain somewhat out of whack based on the good old days where the margins were substantially higher,' said Evan Shapiro, a former NBCUniversal executive who now runs his own company. 'The Hollywood era got used to very specific — some would argue irrational — pay packages and never readjusted itself when the business went haywire.' Pay packages increased for Netflix co-CEOs Ted Sarandos and Greg Peters, reflecting the streaming giant's strong performance. The value of Sarandos' pay package went up 24% to $61.9 million, while Peters' went up 50% to $60.3 million. Other executives whose compensation increased included Bob Bakish, who was ousted as CEO of Paramount in April 2024. He had a package worth $86.96 million in 2024 (which included his roughly $69 million severance), up 178% from $31.3 million a year earlier. Disney chief Bob Iger, who spent 2024 mounting a turnaround for the Burbank-based company, earned $41.1 million, up 30% from the previous year. During the year, Disney had renewed strength at the box office and achieved streaming profitability after years of losses. Fox Corp.'s CEO Lachlan Murdoch's total pay rose 9% to $23.8 million, while Roku CEO Anthony Wood got a bump of 37% to $27.7 million. Others got a pay cut. Comcast CEO Brian Roberts' 2024 compensation declined 5% to $33.9 million, primarily due to a lower cash bonus. AMC Networks CEO Kristin Dolan had a 40% drop to $8.7 million last year related to a $6.8-million equity award she received in 2023 tied to her promotion to CEO. Lionsgate CEO Jon Feltheimer earned $18.2 million in the company's fiscal 2024 year, down 15% compared with $21.5 million from fiscal 2023. For 2024, the highest-paid chief executives among publicly traded media and entertainment companies compiled by Equilar for The Times were Bakish, Zaslav, Sarandos, Peters and Iger. Most of the companies declined to comment or referred The Times to proxy statements filed with the U.S. Securities and Exchange Commission. Fox Corp. did not return a request for comment. The increase in pay reflects a broader trend at publicly traded companies. Compensation is increasing as companies try to align pay with performance by handing out large stock awards, said Amit Batish, senior director of content for Equilar. Certain awards such as stock options typically benefit executives only if the stock goes up. Some executives are also adding security perks after the killing of UnitedHealthcare CEO Brian Thompson last year, he said. Several Hollywood executives had pay packages last year that were worth substantially more than the median, Equilar said. With so much change and disruption happening in the entertainment business and plenty of competition for skilled leadership, companies believe they need to pay up to hold on to executive talent. 'Especially in the entertainment industry that's constantly evolving, with streaming services taking over, there's constant fluctuations in the market, so companies are looking to find ways to keep their executives on board and motivated,' Batish said. Sky-high executive compensation has resurfaced debate about a subject that has been simmering since even before the 2023 strikes led by writers and actors — the widening pay gap between executives and workers. Many entertainment workers have left Southern California due to the lack of work, as more productions are moving out of the area due to increased costs. Disney, Warner Bros. Discovery, NBCUniversal and Paramount have continued to lay off employees. Some entertainment workers struggling to find jobs have adopted the saying 'Persist to '26,' replacing last year's 'Survive 'til '25.' 'Any survey of executive pay, generally there's a disconnect between what people see in their own checking accounts and when they see what executives, particularly for top Fortune 500 companies, earned,' said David Smith, a professor of economics at the Pepperdine Graziadio Business School. 'There's often discontent with the chasm between the rank and file and CEOs.' Zaslav became a symbol of that ire in 2021 when his compensation package was valued at $246.6 million, which included stock options tied to the merger. The value of his 2024 compensation was much lower at $51.9 million, but still higher than other executives such as Disney's Iger. Following the nonbinding shareholder 'say on pay' vote, Warner Bros. Discovery pledged to address shareholder concerns. Those changes are expected to lower Zaslav's future payouts. Similarly, Disney and Netflix in recent years have been hit with negative shareholder votes on the pay, leading to adjustments. Zaslav's target annual cash bonus opportunity will shrink from $22 million to $6 million after splitting Warner Bros. Discovery in two, separating studios and streaming services from linear cable networks, the company said. Zaslav's base salary would remain $3 million. 'We structured the new compensation packages to address shareholders' feedback by fostering pay-for-performance alignment,' Warner Bros. Discovery board chair Samuel A. Di Piazza Jr. said in a statement. While Warner Bros. Discovery worked on retiring $4.4 billion in debt through cost-cutting and launched its streaming service Max (which is being rebranded back to HBO Max) in 70 markets last year, the company also had some fumbles, including losing the NBA on its TV networks. 'It appears the board may have been out-negotiated,' said Lloyd Greif, chief executive of Los Angeles investment bank Greif & Co. 'They created incentives that did not directly translate into a higher stock price, or higher revenue and EBITDA growth' — referring to earnings before interest, taxes, depreciation and amortization. 'So,' he added, 'you have to look at the results and say, the board blew the call.' The company's compensation committee said it took into account Zaslav's performance across different goals including revenue, cash flow, enhancing the motion picture slate, cost controls, launching Max globally and securing talent. Warner Bros. Discovery's revenue in 2024 fell 5% to $39.3 billion, compared with 2023. Adjusted earnings excluding certain items fell 11% during that same time period. The stock price declined about 7% in 2024. 'It just sends a very bad message to your teams,' said Paul Verna, vice president of content at research firm Emarketer, adding that leaders should inspire their teams amid challenges facing the industry. 'It's very hard to do that when you're firing thousands of people but not really absorbing any pain yourself in your own compensation.' The committee saw the loss of the NBA U.S. TV rights as a positive, saying it resulted in a 'more efficient long-term relationship with the league,' according to the company's proxy filing. When the compensation committee evaluated those figures, it took out costs related to a joint venture called Venu Sports that was meant to launch in 2024 but was scrapped, as well as new sports rights programming and packages. That irked some groups, including ISS, though some executive compensation experts said it is not uncommon for companies to factor out some costs deemed to be out of the executive's control. The reverberations of the shareholder vote continue. It could cause the board to put pressure on the compensation committee to improve its performance or activist shareholders to target the company for a proxy contest, Lawrence Cunningham, director of the University of Delaware's Weinberg Center for Corporate Governance, wrote in an email to The Times. 'Shareholder votes on pay, even when non-binding, send a signal that can be important,' Cunningham wrote. 'A 60% no vote is huge.'

Yahoo

2 days ago

• Yahoo

Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Cash Tender Offer and Consent Solicitation

NEW YORK, June 16, 2025 /PRNewswire/ -- Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("Warner Bros. Discovery," "WBD," the "Company," "we," "our" or "us") today announced that the Requisite Consents have been received to adopt the Proposed Amendments pursuant to its previously-announced cash tender offers and consent solicitations. 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"). As of 5:00 p.m., New York City Time, on June 13, 2025 (the "Consent Expiration Time"), Tender Instructions and Consent Only Instructions representing the principal amount of Notes as described in the table below had been validly delivered and had not been validly withdrawn or revoked, as applicable. As a result, the Issuers have received the Requisite Consents for the adoption of certain proposed amendments to the Indentures governing the Notes (the "Proposed Amendments"). All Consents delivered (including any Consents deemed delivered through submission of Tender Instructions) and not validly revoked at or prior to the Consent Expiration Time have become irrevocable. Supplemental indentures relating to the Proposed Amendments to the applicable Indentures governing the Notes will be effective upon execution, but will only become operative upon the Settlement Date of the applicable Offer. To be eligible to receive Amended Notes in accordance with the terms of the Offer and Consent Solicitations, Holders should not withdraw their Tender & Consent Instructions. A Consent Only Instruction can only be withdrawn to re-submit as a Tender Instruction in accordance with the procedures of relevant Clearing System; and any such change in instruction will lead to a loss in eligibility for receipt of Amended Notes, if applicable. Notes which are subject to a Consent Only Instruction in Pool 6 have been blocked and will continue to be blocked in the relevant account in the relevant Clearing System to enable the delivery of Amended Notes to the applicable holders on the applicable Settlement Date. Tender Offers / Consent Solicitations Issuer Title of Security CUSIP No./ Common Code& ISIN AggregatePrincipalAmountOutstanding Aggregate Principal Amount of Notes with Consents Delivered(1) Percentage of Outstanding Notes with Consents Delivered(2) Consent Payment(3) Pool 1 Notes DCL 4.900% Senior Notes due 2026 25470DAL3 / US25470DAL38 $650,000,000 $516,541,000 79.47 % $2.50 1.90% Senior Notes due 2027 111729824 / XS1117298247 €600,000,000 €463,042,000 77.17 % €6.48 WMH 3.755% Senior Notes due 2027 55903VBA0 / US55903VBA08 55903VAG8 / US55903VAG86 U55632AD2 / USU55632AD24 $4,000,000,000 $3,780,983,000 94.52 % $5.29 Pool 2 Notes WMH 4.302% Senior Notes due 2030 282180553 / XS2821805533 €650,000,000 €581,609,000 89.48 % €33.21 4.693% Senior Notes due 2033 272162115 / XS2721621154 €850,000,000 €773,539,000 91.00 % Pool 3 Notes DCL 3.950% Senior Notes due 2028 25470DAR0 / US25470DAR08 $1,700,000,000 $1,554,607,000 91.45 % $21.87 4.000% Senior Notes due 2055 25470DBL2 / US25470DBL29 25470DBK4 / US25470DBK46 U25478AH8 / USU25478AH87 $404,843,000 $387,432,000 95.70 % $10.45 4.650% Senior Notes due 2050 25470DBH1 / US25470DBH17 $302,548,000 $293,267,000 96.93 % $10.32 5.200% Senior Notes due 2047 25470DAT6 / US25470DAT63 $604,594,000 $539,113,000 89.17 % $11.21 5.300% Senior Notes due 2049 25470DBG3 / US25470DBG34 $279,031,000 $264,963,000 94.96 % $10.53 4.875% Senior Notes due 2043 25470DAJ8 / US25470DAJ81 $219,974,000 $142,017,000 64.56 % N/A 4.95% Senior Notes due 2042 25470DAG4 / US25470DAG43 $225,508,000 $130,643,000 57.93 % 5.000% Senior Notes due 2037 25470DAS8 / US25470DAS80 $548,132,000 $454,862,000 82.98 % 6.350% Senior Notes due 2040 25470DAD1 / US25470DAD12 $664,475,000 $443,656,000 66.77 % Pool 4 Notes WMH 4.279% Senior Notes due 2032 55903VBC6 / US55903VBC63 55903VAL7 / US55903VAL71 U55632AF7 / USU55632AF71 $5,000,000,000 $4,649,260,000 92.99 % N/A 5.391% Senior Notes due 2062 55903VBF9 / US55903VBF94 55903VAS2 / US55903VAS25 U55632AJ9 / USU55632AJ93 $3,000,000,000 $2,947,115,000 98.24 % $10.18 5.141% Senior Notes due 2052 55903VBE2 / US55903VBE20 55903VAQ6 / US55903VAQ68 U55632AH3 / USU55632AH38 $7,000,000,000 $6,901,635,000 98.59 % $10.14 5.050% Senior Notes due 2042 55903VBD4 / US55903VBD47 55903VAN3 / US55903VAN38 U55632AG5 / USU55632AG54 $4,301,142,000 $4,122,557,000 95.85 % N/A Pool 5 Notes (Subject to Tender Offer and Consent Solicitation) (4) TWI 8.30% Discount Debentures due 2036 887315AZ2 / US887315AZ25 $155,992,000 $150,123,000(5) 96.24 % $20.00 6.85% Debentures due 2026 887315BB4 / US887315BB48 $16,557,000 $14,981,000(5) 90.48 % $20.00 Pool 6 Notes Consent Solicitation Only DCL 4.125% Senior Notes due 2029 25470DBF5 / US25470DBF50 $750,000,000 $662,268,000 88.30 % $22.08 3.625% Senior Notes due 2030 25470DBJ7 / US25470DBJ72 $1,000,000,000 $917,517,000 91.75 % WMH 4.054% Senior Notes due 2029 55903VBB8 / US55903VBB80 55903VAJ2 / US55903VAJ26 U55632AE0 / USU55632AE07 $1,500,000,000 $1,364,619,000 90.97 %(1) Represents the sum of (i) the aggregate principal amount of Notes for which Tender Instructions had been validly delivered (and for which Consents had been deemed to be validly delivered) and not been validly withdrawn as of the Consent Expiration Time and (ii) if applicable, the aggregate principal amount of Notes for which Consent Only Instructions had been validly delivered and not been validly revoked as of the Consent Expiration Time. (2) Represents the percentage of the aggregate principal amount of Notes for which Consents had been validly delivered and not been validly revoked as of the Consent Expiration Time. (3) Reflects the Consent Payment (rounded to the nearest cent) with respect to each $1,000 principal amount of Dollar Notes or €1,000 principal amount of Euro Notes. No separate Consent Payment is payable with respect tenders of DCL's 5.000% Senior Notes due 2037, DCL's 6.350% Senior Notes due 2040, DCL's 4.95% Senior Notes due 2042, DCL's 4.875% Senior Notes due 2043, WMH's 4.279% Senior Notes due 2032 or WMH's 5.050% Senior Notes due 2042. (4) Represents each series of TWI's Notes subject to the Consent Solicitations. The remaining series of TWI's Notes in Pool 5 have not been presented in this table, but such Notes can still be tendered in the applicable Offers pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement. (5) For the Notes subject to a Consent Solicitation in Pool 5, a Consent Payment is only payable with respect to Consent Only Instructions that had been validly delivered and not been validly revoked as of the Consent Expiration Time. As of the Consent Expiration Time, Consent Only Instructions had been validly delivered and not been validly revoked with respect to (i) $22,630,000 in aggregate principal amount of TWI's 8.30% Discount Debentures due 2036 and (ii) $15,000 in aggregate principal amount of TWI's 6.85% Debentures due 2026. Holders of Tendered Consent Fee Eligible Notes that validly tendered and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time are eligible to receive a Consent Payment. Additionally, 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 Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement. Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, and Consents validly delivered and not validly revoked, pursuant to an Offer is conditioned upon certain conditions as described in the Offer to Purchase and Consent Solicitation Statement, including a Financing Condition. Each Offer 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 (the "Expiration Time"). To be eligible to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium, holders of Notes must validly tender their Notes and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on June 23, 2025, unless extended by us in our sole discretion or earlier terminated (the "Early Tender Deadline"). Holders who validly tender their Notes after the Early Tender Deadline and before the Expiration Time will be eligible to receive the applicable Tender Offer Consideration per $1,000 or €1,000, as applicable, of principal amount of Notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the Early Tender Premium. The Issuers intend to exercise their Early Settlement Right and (i) settle all Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase, and (ii) pay for Consents validly delivered and not validly revoked prior to the Consent Expiration Time, on June 30, 2025, subject to the satisfaction or waiver of the conditions (other than the Requisite Consent Condition) specified in the Offer to Purchase and Consent Solicitation Statement. Each Issuer will settle payments on the Final Settlement Date with respect to (i) tenders of any Notes validly tendered and not validly withdrawn prior to or at the Expiration Time that have not previously settled on the Early Settlement Date, if any, and which are accepted for purchase, and (ii) Consents validly delivered and not validly revoked prior to the Consent Expiration Time to the extent not previously settled on the Early Settlement Date, if any. The Final Settlement Date will be a date that is promptly after the Expiration Time and is currently expected to occur no earlier than the fourth business day following the Expiration Time. The complete terms and conditions of the Offers and Consent Solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the Offers and Consent Solicitations. The Issuers have retained J.P. Morgan Securities LLC and J.P. Morgan Securities plc to act as the Lead Dealer Managers (the "Lead Dealer Managers"), and Evercore Group L.L.C. to act as Co-Dealer Manager (together with the Lead Dealer Managers, the "Dealer Managers") in connection with the Offers and Consent Solicitations. Kirkland & Ellis LLP is serving as legal counsel to the Issuers and Simpson Thacher & Bartlett LLP is serving as legal counsel to the Dealer Managers. Copies of the Offer to Purchase and Consent Solicitation Statement may be obtained from D.F. King (the "Tender and Information Agent"), by phone at +1 (212) 931-0845 (banks and brokers) or +1 (800) 848-3410 (all others), by WBD@ or at Questions regarding the Offers may also be directed to the Lead Dealer Managers as set forth below: Lead Dealer Managers: J.P. Morgan Securities LLC As Sole Lead Dealer Manager for the Dollar Notes J.P. Morgan Securities plc As Sole Lead Dealer Manager for the Euro Notes 383 Madison AvenueNew York, New York 10179 Collect: +1 (212) 834-4087 Toll-Free: +1 (866) 834-4666 Attn: Liability Management Desk 25 Bank Street Canary Wharf London E14 5JP United Kingdom Collect: +44 20 7134 2468 Attn: EMEA Liability Management Desk This press release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. This press release and the Offer to Purchase and Consent Solicitation Statement contain important information which should be read carefully before any decision is made with respect to the Offers and Consent Solicitations. You are recommended to seek your own legal, business, tax or other advice, including as to any tax consequences, immediately from your broker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, commercial bank, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offers and Consent Solicitations. None of the Issuers, the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, is acting for any holder of Notes, or will be responsible to any holder of Notes for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers and the Consent Solicitations, and accordingly none of the Tender and Information Agent or any of the Dealer Managers, nor any director, officer, employee, agent, legal counsel or affiliate of any such person, assumes any responsibility for the accuracy of any information concerning any of the Issuers, the Company or the Notes or any failure by any of the Issuers to disclose information with regard to the Issuers, the Company or the Notes which is material in the context of the Offers and the Consent Solicitations and which is not otherwise publicly available. Subject to any restrictions under the Indentures following the adoption of the Proposed Amendments, and any limitations under the terms of the Junior Lien Exchange Notes (if issued), the Company or any of its subsidiaries or affiliates, including the Issuers, may from time to time following the Expiration Time acquire any Notes that remain outstanding in the open market, in privately negotiated transactions, through one or more additional tender offers, one or more exchange offers or otherwise, or may redeem Notes pursuant to the terms of the Indentures governing the Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to holders of Notes than the terms of the Offers. Any future purchases or redemptions by the Company or any of its subsidiaries or affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company or any of its affiliates will choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes or Amended Notes that remain outstanding after the consummation or termination of the Offers. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Offers and the Consent Solicitations are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The Offers and the Consent Solicitations do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction in which such offer or solicitation is unlawful. The Offers and the Consent Solicitations are void in all jurisdictions where they are prohibited. In those jurisdictions where the securities, blue sky or other laws require the Offers and the Consent Solicitations to be made by a licensed broker or dealer, the Offers and the Consent Solicitations shall be deemed to be made on behalf of the Issuers by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. None of the Issuers, the Tender and Information Agent, the Dealer Managers or any trustee for the Notes is making any recommendation as to whether holders should tender Notes or deliver their Consents in response to the Offers and the Consent Solicitations. Holders must make their own decision as to whether to tender any of their Notes (and, if so, the principal amount of Notes to tender) and/or deliver Consents. About Warner Bros. Discovery: Warner Bros. Discovery (Nasdaq: WBD) is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of content and brands across television, film and streaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, discovery+, CNN, DC, Eurosport, HBO, Max, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, Warner Bros. Television, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit Cautionary Statement Regarding Forward-Looking Information This press release contains certain "forward-looking statements." Forward-looking statements include, without limitation, statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as "anticipate," "believe," "could," "continue," "estimate," "expect," "intend," "may," "should," "will" and "would" or similar words. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof. Forward-looking statements include, without limitation, statements about the timeline and terms of the Offers and the Consent Solicitations, the future company plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are risks relating to satisfaction of conditions to the Offers and Consent Solicitations, whether the Offers and Consent Solicitations will be consummated in accordance with the terms set forth in the Offer to Purchase and Consent Solicitation Statement or at all and the timing of any of the foregoing. The Company's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Offers and the Consent Solicitations. Discussions of additional risks and uncertainties are contained in the Company's filings with the Securities and Exchange Commission, including but not limited to the Company's most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The Company is not under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. View original content: SOURCE Warner Bros. Discovery, Inc. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data

Yahoo

3 days ago

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Max Spain Originals Chief On HBO Max Name Change: 'We Cannot Lose The Value Of HBO'

Max's Director for Local Original Productions in Spain has vowed the move back to the HBO Max moniker 'doesn't change the creative focus.' Instead, he predicted it would amplify the quality on the streamer. 'Many of you are asking what has happened,' Jose Maria Caro said at Conecta Fiction in Spain today about the decision, which was announced in the U.S. last month. 'What does it change mean? Well, we cannot lose the value of HBO because it means many things to many people. It contributes a lot of value.' More from Deadline Boss Of 'Lupin' Maker Gaumont TV France On Netflix's Response To Streaming Law: "They Did Everything To Avoid It, But They Respect It" - Conecta Fiction Conecta Fiction & Entertainment Hands Out $115,000 Prizes As Spanish Confab Kicks Off David Zaslav's Pay To Be "Substantially" Lowered Ahead Of Split, WBD Says, But CEO Will Still Reap Rewards Warner Bros Discovery announced in May it was moving away from Max and back to the HBO Max moniker that the global streamer had launched with in 2020. The rebrand is taking place this summer, and Caro said the move was a significant one. 'What's in a name? It really matters to our editorial line,' he said, as he pledged it 'doesn't change the creative focus.' Original series Max made its first original series commission in Spain in 2023 with When Nobody Sees Us, a thriller led by two policewomen trying to solve a series of crimes in the Andalusian town of Morón de la Frontera. It launched on March 7, with Maribel Verdu and Mariela Garriga starring. Caro pointed to the series as an example of the 'ambitious' original series he was looking for, along with Furia, a drama currently shooting that stars Candela Peña, Carmen Machi, Cecilia Roth, Nathalie Poza and Pilar Castro as five women facing extreme situations. Caro took on his post in January after Alberto Carullo, then VP of Productions for Italy and Iberia at Max, left WBD to join Mediaset. Caro had been with Warners since April 2024. He addressed a packed room today during a Spanish commissioners session that also included reps from Atresmedia, Amazon MGM Studios and Movistar Plus+. Caro was brought into the role as WBD at a point as the streamer plans to ramp up its originals slate in Spain, where the likes of Netflix and Prime Video have also found continued success with original series and films. Today, he touted the value of staying close to subscriber base. 'If we are going to represent the audience, local production is very important for us,' said Caro. Conecta Fiction is taking place in Cuenca, near Madrid, this week. Best of Deadline 2025 TV Cancellations: Photo Gallery 2025-26 Awards Season Calendar: Dates For Tonys, Emmys, Oscars & More 'Bachelor in Paradise' Cast Announcement: See Who Is Headed To The Beach For Season 10