SEC Form SC 13G/A filed by Warner Bros. Discovery Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
WARNER BROS. DISCOVERY, INC.
| (Name of Issuer) |
|
Series A Common Stock |
| (Title of Class of Securities) |
934423104 |
| (CUSIP Number) |
|
|
| December 31, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 934423104
|
SCHEDULE 13G/A
|
Page 2
of 10 Pages
|
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1
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NAME OF REPORTING PERSONS
Brahman Capital Corp.
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|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
9,417,757
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|||
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7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
9,417,757
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|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.39%
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 934423104
|
SCHEDULE 13G/A
|
Page
3 of 10 Pages
|
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1
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NAME OF REPORTING PERSONS
Brahman Management, L.L.C.
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
|
||
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3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
7,457,904
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
7,457,904
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.31%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. 934423104
|
SCHEDULE 13G/A
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Page 4
of 10 Pages
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1
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NAME OF REPORTING PERSONS
Robert J. Sobel
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
9,417,757
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
9,417,757
|
|||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.39%
|
|||
|
12
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TYPE OF REPORTING PERSON
IN
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|||
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CUSIP No. 934423104
|
SCHEDULE 13G/A
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Page 5
of 10 Pages
|
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1
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NAME OF REPORTING PERSONS
Mitchell A. Kuflik
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|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
9,417,757
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
9,417,757
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.39%
|
|||
|
12
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TYPE OF REPORTING PERSON
IN
|
|||
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CUSIP No. 934423104
|
SCHEDULE 13G/A
|
Page 6
of 10 Pages
|
| Item 1. | (a) Name of Issuer |
WARNER BROS. DISCOVERY, INC. (the "Company")
| (b) Address of Issuer’s Principal Executive Offices |
230 Park Avenue South
New York, NY 10003
| Item 2. | (a) Name of Person Filing |
(i) Brahman Capital Corp. (the "Investment Manager"), with respect to the shares of Series A Common Stock (as defined in Item 2(d) below) directly held by certain investment funds to which the Investment Manager serves as investment manager (collectively, the "Brahman Funds");
(ii) Brahman Management, L.L.C. (the "General Partner"), which serves as the general partner of certain of the Brahman Funds (the "Other Brahman Funds"), with respect to the shares of Series A Common Stock directly held by the Other Brahman Funds;
(iii) Robert J. Sobel, who serves as a principal of the Investment Manager and a managing member of the General Partner, with respect to the shares of Series A Common Stock directly held by each of the Brahman Funds; and
(iv) Mitchell A. Kuflik, who serves as a principal of the Investment Manager and a managing member of the General Partner, with respect to the shares of Series A Common Stock directly held by each of the Brahman Funds.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Series A Common Stock reported herein.
| (b) Address of Principal Business Office, or, if none, Residence |
655 Third Avenue, 11th Floor
New York, New York 10017
| (c) Citizenship |
Please refer to Row 4 of the cover page for each Reporting Person
| (d) Title of Class of Securities |
Series A Common Stock (the "Series A Common Stock")
| (e) CUSIP No.: |
934423104
|
CUSIP
No. 934423104
|
SCHEDULE 13G/A
|
Page 7
of 10 Pages
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 934423104
|
SCHEDULE 13G/A
|
Page
8 of 10 Pages
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Item 4. Ownership
The information as of the filing date required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
See Item 2
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP
No. 934423104
|
SCHEDULE 13G/A
|
Page 9
of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
| Brahman Capital Corp. | |||
| By: | /s/ Louis Sultan | ||
| Name: | Louis Sultan | ||
| Title: | Chief Financial Officer | ||
| Brahman Management, L.L.C. | |||
| By: | /s/ Robert J. Sobel | ||
| Name: | Robert J. Sobel | ||
| Title: | Principal | ||
| By: | /s/ Robert J. Sobel | ||
| Name: | Robert J. Sobel | ||
| By: | /s/ Mitchell A. Kuflik | ||
| Name: | Mitchell A. Kuflik | ||
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CUSIP No. 934423104
|
SCHEDULE 13G/A
|
Page 10
of 10 Pages
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JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree that the Statement on this SCHEDULE 13G/A (the "SCHEDULE 13G/A"), with respect to the Series A Common Stock of WARNER BROS. DISCOVERY, INC. is filed, and all amendments thereto will be filed, on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the SCHEDULE 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the SCHEDULE 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February 2023.
| Brahman Capital Corp. | |||
| By: | /s/ Louis Sultan | ||
| Name: | Louis Sultan | ||
| Title: | Chief Financial Officer | ||
| Brahman Management, L.L.C. | |||
| By: | /s/ Robert J. Sobel | ||
| Name: | Robert J. Sobel | ||
| Title: | Principal | ||
| By: | /s/ Robert J. Sobel | ||
| Name: | Robert J. Sobel | ||
| By: | /s/ Mitchell A. Kuflik | ||
| Name: | Mitchell A. Kuflik | ||