SILVER SPRING, Md.,
May 7, 2020 /PRNewswire/ --
Discovery, Inc. ("Discovery" or the "Company") (Nasdaq: DISCA,
DISCB, DISCK) announced today that its wholly-owned subsidiary
Discovery Communications, LLC ("DCL") has commenced an underwritten
public offering (the "Notes Offering") of senior fixed rate notes
(the "Notes"). The Notes will be issued by DCL and guaranteed by
the Company and its wholly-owned subsidiary Scripps Networks
Interactive, Inc. ("Scripps") on an unsecured and unsubordinated
basis.
The Company intends to use the net proceeds from the Notes
Offering to fund DCL's and Scripps' separately announced cash
tender offers (the "Tender Offers") for several series of their
outstanding senior notes and to pay accrued and unpaid interest,
premiums, fees and expenses in connection with the Tender Offers.
The Company intends to use any remaining proceeds for general
corporate purposes, which may include without limitation, repayment
and refinancing of other debt, working capital and capital
expenditures. The completion of the Tender Offers is subject to the
receipt of gross proceeds from the Notes Offering in an amount
sufficient to purchase all of the notes validly tendered and
accepted for purchase in the Tender Offers and to pay accrued and
unpaid interest and premiums thereon and fees and expenses
associated therewith and other customary closing conditions.
BofA Securities, Inc., Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC and
Goldman Sachs & Co. LLC will act as the active joint
book-running managers for the Notes Offering.
The Notes will be offered pursuant to a prospectus supplement
and an accompanying prospectus filed as part of an effective
registration statement on Form S-3 that the Company, DCL and
Scripps previously filed with the Securities and Exchange
Commission (the "SEC"). Prospective investors should read the
prospectus forming a part of that registration statement and the
prospectus supplement related to the Notes Offering and the other
documents that Discovery has filed with the SEC for more complete
information about Discovery, DCL, Scripps and the Notes Offering.
These documents are available at no charge by visiting EDGAR on the
SEC website at www.sec.gov. Alternatively, these documents will be
made available upon request by DCL or by any underwriter or dealer
participating in the Notes Offering. Interested parties may obtain
a prospectus by contacting one of the joint book-running managers
at: BofA Securities, Inc., 200 North College Street, NC1-004-03-43,
Charlotte, NC 28255-0001, Attn: Prospectus Department,
toll-free: 1-800-294-1322, e-mail: dg.prospectus_requests@bofa.com;
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717, telephone: 1-800-831-9146, e-mail:
prospectus@citi.com; Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010, Attn: Prospectus
Department, telephone: 1-800-221-1037, e-mail:
usa.prospectus@credit-suisse.com; and Goldman Sachs & Co. LLC,
200 West Street, New York, NY
10282-2198, Attn: Prospectus Department, telephone: 1-212-902-1171,
facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
offer, solicitation or sale of the notes, in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such jurisdiction. The Notes Offering may be made only by
means of a prospectus supplement and the accompanying prospectus.
The Tender Offers will be made solely by means of an Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About Discovery
Discovery 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 in nearly 50
languages, Discovery is a platform innovator, reaching viewers on
all screens, including TV Everywhere products such as the GO
portfolio of apps; direct-to-consumer streaming services such as
Eurosport Player, Food Network Kitchen and MotorTrend OnDemand;
digital-first and social content from Group Nine Media; a landmark
natural history and factual content partnership with the BBC; and a
strategic alliance with PGA TOUR to create the international home
of golf. Discovery's portfolio of premium brands includes Discovery
Channel, HGTV, Food Network, TLC, Investigation Discovery, Travel
Channel, MotorTrend, Animal Planet, Science Channel, and the
forthcoming multi-platform JV with Chip and
Joanna Gaines, Magnolia, 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.
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 Notes 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 27,
2020 and in the Company's Quarterly Report on Form 10-Q
filed with the SEC on May 6, 2020.
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.