Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR
WARNERMEDIA HOLDINGS, INC.
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022,
3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022,
3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022,
3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022,
3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 2022,
4.054% SENIOR NOTES DUE 2029, ISSUED ON MARCH 15, 2022,
4.279% SENIOR NOTES DUE 2032, ISSUED ON MARCH 15, 2022,
5.050% SENIOR NOTES DUE 2042, ISSUED ON MARCH 15, 2022,
5.141% SENIOR NOTES DUE 2052, ISSUED ON MARCH 15, 2022,
5.391% SENIOR NOTES DUE 2062, ISSUED ON MARCH 15, 2022, AND
FLOATING RATE SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022,
FOR
A LIKE PRINCIPAL AMOUNT OF CORRESPONDING 3.428% SENIOR NOTES DUE 2024, 3.528% SENIOR NOTES DUE 2024, 3.638% SENIOR NOTES DUE 2025, 3.788% SENIOR NOTES DUE 2025, 3.755% SENIOR NOTES DUE 2027, 4.054% SENIOR NOTES DUE 2029, 4.279% SENIOR NOTES DUE 2032, 5.050% SENIOR NOTES DUE 2042, 5.141% SENIOR NOTES DUE 2052, 5.391% SENIOR NOTES DUE 2062, AND FLOATING RATE SENIOR NOTES DUE 2024, RESPECTIVELY, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(Not to be used for signature guarantees)
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON , 2023, UNLESS EXTENDED.
This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) made by WarnerMedia Holdings, Inc. (f/k/a/ Magallanes, Inc.), a Delaware corporation (the “Issuer”), pursuant to the prospectus dated , 2023 (as the same may be amended, supplemented or modified from time to time, the “Prospectus”), if certificates for the outstanding 3.428% Senior Notes due 2024 (the “Old 2024 Senior Notes”), 3.528% Senior Notes due 2024 (the “Old 2024 NC1 Senior Notes”), 3.638% Senior Notes due 2025 (the “Old 2025 Senior Notes”), 3.788% Senior Notes due 2025 (the “Old 2025 NC1 Senior Notes”), 3.755% Senior Notes due 2027 (the “Old 2027 Senior Notes”), 4.054% Senior Notes due 2029 (the “Old 2029 Senior Notes”), 4.279% Senior Notes due 2032 (the “Old 2032 Senior Notes”), 5.050% Senior Notes due 2042 (the “Old 2042 Senior Notes”), 5.141% Senior Notes due 2052 (the “Old 2052 Senior Notes”), 5.391% Senior Notes due 2062 (the “Old 2062 Senior Notes”) and Floating Rate Senior Notes due 2024 (the “Old Floating Rate Senior Notes” and together with the Old 2024 Senior Notes, the Old 2024 NC1 Senior Notes, the Old 2025 Senior Notes, the Old 2025 NC1 Senior Notes, the Old 2027 Senior Notes, the Old 2029 Senior Notes, the Old 2032 Senior Notes, the Old 2042 Senior Notes, the Old 2052 Senior Notes and the Old 2062 Senior Notes, the “Old Notes,” as applicable, and the certificates representing such Old Notes, the “Certificates”) are not immediately available or time will not permit the Certificates and all required documents to reach U.S. Bank Trust Company, National Association, as exchange agent (the “Exchange Agent”), prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in the Prospectus) or if the procedures for delivery by book-entry transfer, as set forth in the Prospectus, cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile transmission or mailed to the Exchange Agent. See “The Exchange Offer—Guaranteed Delivery Procedures” section of the Prospectus.
In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) relating to the tender for exchange of Old Notes (the “Letter of Transmittal”) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Any Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.