Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On
The Senior Notes were issued pursuant to an indenture, dated as of
The Senior Notes bear interest at a rate of 6.412% per year and will mature on
Prior to
The foregoing descriptions of the Senior Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture, which are filed hereto as Exhibit 4.1 and Exhibit 4.2, are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 8.01 Other Events.
The Senior Notes were sold in an underwritten public offering pursuant to an
underwriting agreement, dated as of
Opinions regarding the validity of the Senior Notes and the Guarantees and certain related legal matters are incorporated by reference into the Registration Statement and are filed as Exhibits 5.1, 5.2 and 5.3 hereto, and consents relating to the incorporation of such opinions by reference into the Registration Statement are filed as Exhibits 23.1, 23.2 and 23.3 hereto by reference to their inclusion within Exhibits 5.1, 5.2 and 5.3, respectively.
Item 9.01 Financial Statements and Exhibits.
The exhibits (except Exhibit 104) to this Current Report on Form 8-K are incorporated by reference into the Registration Statement.
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(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, dated as ofMarch 6, 2023 , among WarnerMediaHoldings, Inc. ,Warner Bros. Discovery, Inc. ,Discovery Communications, LLC ,Scripps Networks Interactive, Inc. ,J.P. Morgan Securities LLC ,Mizuho Securities USA LLC andWells Fargo Securities, LLC . 4.1 Base Indenture, dated as ofMarch 10, 2023 , among WarnerMediaHoldings, Inc. ,Warner Bros. Discovery, Inc. andU.S. Bank Trust Company, National Association , as trustee. 4.2 First Supplemental Indenture, dated as ofMarch 10, 2023 , amongWarnerMedia Holdings, Inc. ,Warner Bros. Discovery, Inc. ,Discovery Communications, LLC ,Scripps Networks Interactive, Inc. andU.S. Bank Trust Company, National Association , as trustee. 5.1 Opinion ofDebevoise & Plimpton LLP 5.2 Opinion ofPotter Anderson & Corroon LLP 5.3 Opinion ofWomble Bond Dickinson (US) LLP 23.1 Consent ofDebevoise & Plimpton LLP (contained in Exhibit 5.1) 23.2 Consent ofPotter Anderson & Corroon LLP (contained in Exhibit 5.2) 23.3 Consent ofWomble Bond Dickinson (US) LLP (contained in Exhibit 5.3) 104 Cover Page to this Current Report on Form 8-K in Inline XBRL.
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