Discovery Raising $30B In Mega Debt Sale To Fund Pending WarnerMedia Merger

Discovery today priced $30 billion in senior unsecured notes in a debt offering to raise cash for its merger with WarneMedia.

The sale of the notes — in 11 traches with a span of maturities and interest rates — is expected to be completed on or about March 15. The cash is being raised by one entity created within A&T, and net proceeds will be used by another, called Spinco, to fund a special cash payment to the telco giant. The notes will initially be guaranteed by AT&T then, post-merger, by the new Warner Bros. Discovery and its subsidiaries.

The offering is one of the biggest in corporate history, and was said to be oversubscribed.

It is part of the complex transaction first unveiled in May that’s near to closing, with the second half of April looking good. Discovery shareholders must formally approve the merger and are set to do so at a special shareholders’ meeting on Friday. Then it’s a technical issue of AT&T spinning off its media and entertainment business.

When the Discovery transaction closes, AT&T shareholders will own 71% of Warner Bros. Discovery. They will receive 0.24 shares of Warner Bros. Discovery for each AT&T share held. So, a holder of four shares of AT&T would end up with about one share of Warner Bros. Discovery. Then, there could potentially be some short-term volatility in Warner Bros. Discovery stock — ticker WBD — depending on what the new holders choose to do with the stock.

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