WarnerMedia Holdings, Inc. Issuer Warner Bros. Discovery, Inc. Parent Guarantor and U.S. Bank Trust Company, National Association Trustee INDENTURE Dated as of March 10, 2023 SENIOR DEBT SECURITIESIndenture • March 10th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
THIS INDENTURE, dated as of March 10, 2023 between WarnerMedia Holdings, Inc., a Delaware corporation (the “Company”), as issuer, Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”).
WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 Underwriting AgreementUnderwriting Agreement • March 10th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
WarnerMedia Holdings, Inc., a Delaware corporation (the “Company”), and a direct wholly-owned consolidated subsidiary of Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC are acting as representatives (the “Representatives”), $1,500,000,000 aggregate principal amount of its 6.412% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined below) (the “Base Indenture”), among the Company, the Parent Guarantor and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of the Closing Date, among the Company, the Guarantors (as defined below) and the Trustee (the “Supplemental Indenture” and, together w
WARNERMEDIA HOLDINGS, INC., Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor DISCOVERY COMMUNICATIONS, LLC, SCRIPPS NETWORKS INTERACTIVE, INC., Subsidiary Guarantors and Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF March 10, 2023 TO INDENTURE...First Supplemental Indenture • March 10th, 2023 • Warner Bros. Discovery, Inc. • Cable & other pay television services • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 10, 2023 (the “Supplemental Indenture”), to the Base Indenture (defined below) among WarnerMedia Holdings, Inc., a Delaware corporation (the “Company”), Warner Bros. Discovery, Inc., a Delaware corporation (the “Parent Guarantor”), Discovery Communications, LLC, a Delaware limited liability company (“DCL”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps”), and U.S. Bank Trust Company, National Association, as Trustee (the “Trustee”).
