Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD" or "Warner Bros. Discovery") today announced that, in connection with the pending acquisition of WBD (the "Acquisition") by Paramount Skydance Corporation ("PSKY"), which is subject to the satisfaction of customary closing conditions, WBD intends to voluntarily delist from The Nasdaq Global Market ("Nasdaq Global") the 4.302% Senior Notes due 2030 issued by Discovery Global Holdings, Inc., a wholly owned subsidiary of WBD ("DGH"), and fully and unconditionally guaranteed by WBD and certain of its subsidiaries and the 4.693% Senior Notes due 2033 issued by DGH and fully and unconditionally guaranteed by WBD and certain of its subsidiaries (together, the "Euro Notes"), and to deregister the Euro Notes under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
WBD has decided to take this voluntary action to delist and deregister the Euro Notes because of the pending Acquisition. The voluntary delisting and deregistration of the Euro Notes, if completed, will not affect the terms of the Euro Notes.
To delist the Euro Notes, WBD expects to file a Notification of Removal From Listing on Form 25 with the U.S. Securities and Exchange Commission (the "SEC") on or around October 6, 2026. WBD reserves the right to delay the filing of the Form 25 for any reason. The delisting will be effective on the 10th day following filing of the Form 25, and the Euro Notes will no longer trade on Nasdaq Global effective on such date.
Upon effectiveness of the Form 25, WBD expects to file a Certification and Notice of Termination on Form 15 with the SEC with respect to the Euro Notes, requesting that the Euro Notes be deregistered under the Exchange Act, and that the reporting obligations of WBD with respect to the Euro Notes under Sections 13 and 15(d) of the Exchange Act be suspended. Neither WBD nor PSKY have made arrangements for the listing and/or registration of the Euro Notes on another national securities exchange or for quotation on another medium.
