June 16 (Reuters) - Warner Bros Discovery ( WBD )
bondholders overwhelmingly approved a plan to split the
corporation and put in place a new capital structure related to
the deal, the company said Monday.
Bondholders voted to remove restrictions that could have
prevented the company from carrying out its plan to cleave
itself into two publicly traded entertainment companies,
separating its studios and HBO Max streaming service from its
fading cable networks.
Credit investors also supported the company's plan to buy
back nearly half of its $37 billion in debt resulting from the
2022 merger of WarnerMedia and Discovery.
The bondholders had until Friday to approve changes to debt
covenants that would leave the legacy cable business - and its
bondholders - holding the lion's share of debt. The less
indebted streaming and studio business, meanwhile, would have
flexibility to better compete with rivals.
But the details of the split, which analysts told Reuters
were highly complex, left certain bondholders concerned they
could be left empty-handed. They said it would leave some
holding unsecured bonds tied to the declining cable business,
meaning they would lack collateral protection and come second in
priority of payment to the secured bondholders in the event of
bankruptcy.
The law firm Aiken Gump Strauss Hauer & Field failed in its
effort last week to organize bondholders to negotiate better
terms, according to published reports.
Warner Bros Discovery ( WBD ) said the consent solicitation received
support from the majority of all bondholders, with up to 99% of
certain groups voting their support. Credit investors have until
June 23 to tender their bonds.
Credit ratings agencies Fitch and Moody's downgraded Warner
Bros Discovery ( WBD ) to junk status last week, even as investors
weighed the deal's likely impact on holders of its debt. S&P
Global Ratings had downgraded Warner debt to junk status earlier
this month, citing the challenges confronting its cable
networks.
The rating downgrades triggered forced selling by funds with
investment-grade portfolio mandates, according to a person
familiar with the matter. This in turn resulted in net selling
of the company's bonds, the person familiar added.