SILVER SPRING, Md.,
March 19, 2018 /PRNewswire/
-- Discovery, Inc. ("Discovery" or the "Company") (Nasdaq:
DISCA, DISCB, DISCK) announced today that, as of 5:00 p.m., New York
City time, on March 16, 2018
(the "Early Participation Date"), the aggregate principal amounts
of each series of notes listed in the table below (the "Old Notes")
previously issued by Scripps Networks Interactive, Inc.
("Scripps"), have been validly tendered and not validly withdrawn
in connection with Discovery Communications, LLC's ("DCL") offers
to exchange (the "Exchange Offers") Old Notes for new senior notes
issued by DCL (the "New Notes"), announced by Discovery on
March 5, 2018. Concurrently
with the Exchange Offers, Scripps is soliciting consents (the
"Consent Solicitations") to amend the indentures governing the Old
Notes (the "Scripps Indentures").
Aggregate
Principal Amount Outstanding
|
Series of Old
Scripps Notes to be Exchanged
|
CUSIP
No.
|
Tenders and
Consents Received as of the Early Participation Date
|
Percentage of
Outstanding Principal Amount of Scripps Notes of Such
Series
|
$500,000,000
|
2.750% Senior Notes
due November 15, 2019
|
811065AB7
|
$393,392,000
|
78.68%
|
$600,000,000
|
2.800% Senior Notes
due June 15, 2020
|
811065AE1
|
$541,822,000
|
90.30%
|
$400,000,000
|
3.500% Senior Notes
due June 15, 2022
|
811065AF8
|
$345,562,000
|
86.39%
|
$500,000,000
|
3.900% Senior Notes
due November 15, 2024
|
811065AC5
|
$476,725,000
|
95.35%
|
$500,000,000
|
3.950% Senior Notes
due June 15, 2025
|
811065AG6
|
$488,512,000
|
97.70%
|
Based on the results above, Scripps has received the requisite
consents from holders of the Old Notes in the Consent Solicitations
to amend the Scripps Indentures. As a result, it is expected that
we and U.S. Bank National Association (the "Scripps Trustee") will
execute a supplemental indenture to effect the proposed amendments
on the settlement date of the Exchange Offers, which we currently
expect to be April 3, 2018, the
second business day following the expiration of the Exchange
Offers. Under the terms of the Exchange Offers and Consent
Solicitations and in accordance with the Scripps Indentures,
holders who have previously tendered their Old Notes can no longer
validly withdraw those notes from the Exchange Offers, except in
certain limited circumstances where additional withdrawal rights
may be required by law or otherwise extended by Discovery.
None of the New Notes have been registered under the Securities
Act of 1933, as amended (the "Securities Act") or any state or
foreign securities laws. The New Notes are being offered for
exchange only (i) to qualified institutional buyers as defined in
Rule 144A under the Securities Act ("QIBs") in reliance on the
exemption provided by Section 4(a)(2) of the Securities Act and
(ii) outside the United States to
persons other than "U.S. persons" in reliance upon Regulation S
under the Securities Act. Only holders of Old Notes who have
properly completed and returned an eligibility certification
certifying that, among other things, they are (i) QIBs within the
meaning of Rule 144A under the Securities Act, or (ii) not "U.S.
persons" and are outside of the United
States within the meaning of Regulation S under the
Securities Act, are authorized to participate in the Exchange
Offers and Consent Solicitations (as defined below). The
holders of Old Notes who have certified that they are eligible to
participate in the Exchange Offer pursuant to at least one of the
foregoing conditions are referred to herein as "Eligible
Holders."
DCL's obligation to accept for purchase Old Notes tendered in
any of the Exchange Offers is subject to, and conditional upon, the
satisfaction or waiver of certain conditions discussed in the
Offering Memorandum, which DCL may, at its option and in its sole
discretion, waive.
The Exchange Offers are only made, and copies of the Offering
Memorandum and Consent Solicitation, dated March 5, 2018 (the "Offering Memorandum"), are
only being made available, to a holder of Old Notes who has
certified in an eligibility letter certain matters to the Company,
including its status as a "qualified institutional buyer" or that
it is a person other than a "U.S. person" as such terms are defined
under the Securities Act. Note holders who desire a copy of the
eligibility letter confirming that they are eligible holders should
complete and return the letter of eligibility at the website
www.dfking.com/sni or contact D. F. King & Co., Inc., the
information agent for the Exchange Offers, at (866) 530-8636 (toll
free) or (212) 269-5550 (for banks and brokers only) or by email at
sni@dfking.com.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities. The Exchange Offers are being made and the
New Notes are being offered only to "qualified institutional
buyers" and holders outside the United
States that are not "U.S. persons" as such terms are defined
under the Securities Act. The New Notes have not been
registered under the Securities Act or under any state securities
laws, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act, and, accordingly, are subject to significant
restrictions on transfer and resale as more fully described in the
Offering Memorandum. The Exchange Offers are subject to the
terms and conditions set forth in the Offering Memorandum.
About Discovery
Discovery, Inc. (Nasdaq: DISCA, DISCB, DISCK) is a global leader
in real life entertainment, serving a passionate audience of
superfans around the world with content that inspires, informs and
entertains. Discovery delivers over 8,000 hours of original
programming each year and has category leadership across deeply
loved content genres around the world. Available in 220 countries
and territories and 50 languages, Discovery is a platform
innovator, reaching viewers on all screens, including TV Everywhere
products such as the GO portfolio of apps and Discovery Kids Play;
direct-to-consumer streaming services such as Eurosport Player and
Motor Trend OnDemand; and digital-first and social content from
Group Nine Media. Discovery's portfolio of premium brands includes
Discovery Channel, HGTV, Food Network, TLC, Investigation
Discovery, Travel Channel, Turbo/Velocity, Animal Planet, and
Science Channel, as well as OWN: Oprah Winfrey Network in the U.S.,
Discovery Kids in Latin America,
and Eurosport, the leading provider of locally relevant, premium
sports and Home of the Olympic Games across Europe. For more information, please visit
corporate.discovery.com and follow @DiscoveryIncTV across social
platforms.
Cautionary Statement Concerning Forward-looking
Statements
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 that are based on current expectations, forecasts and
assumptions that involve risks and uncertainties. Forward-looking
statements include statements regarding the Company's expectations,
beliefs, intentions or strategies regarding the future, and can be
identified by forward-looking words such as "anticipate,"
"believe," "could," "continue," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words.
Forward-looking statements in this press release include, without
limitation, statements regarding the completion of, and use of
proceeds from, the Offering. These statements are based on
information available to the Company as of the date hereof, and
actual results could differ materially from those stated or
implied, due to market conditions, as well as risks and
uncertainties associated with the Company's business, which include
the risk factors disclosed in the Company's Annual Report on Form
10-K filed with the SEC on February 28, 2018. The Company
expressly disclaims any obligation or undertaking to update or
revise any forward-looking statement contained herein to reflect
any change in the Company's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
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SOURCE Discovery, Inc.