SILVER SPRING, Md.,
May 14, 2020 /PRNewswire/
-- Discovery, Inc. (the "Company") (Nasdaq: DISCA, DISCB,
DISCK) today announced that the previously-announced cash
tender offer by its wholly-owned subsidiary, Discovery
Communications, LLC (the "Offeror") for any and all of the
Offeror's outstanding senior notes listed in Table 1 below
(collectively, the "Notes" and the tender offer for such Notes, the
"Any and All Offer"), expired yesterday, May
13, 2020 at 5:00 p.m.
New York City time (the "Any and
All Expiration Date"). The Any and All Offer was made on the terms
and subject to the conditions set forth in the Offer to Purchase,
dated May 7, 2020 (the "Offer to
Purchase"), and the related Notice of Guaranteed Delivery attached
to the Offer to Purchase (the "Notice of Guaranteed Delivery"). The
Offer to Purchase and the Notice of Guaranteed Delivery are
referred to together as the "Offer Documents."
According to information provided by D.F. King & Co., Inc.,
the information agent and tender agent for the Any and All Offer,
the Principal Amount Tendered listed in Table 1 were validly
tendered and delivered (and not validly withdrawn) in the Any and
All Offer at or prior to the Any and All Expiration Date. In
addition, $2,541,000 aggregate
principal amount of Notes remain subject to guaranteed delivery
procedures. Payment for the Notes purchased pursuant to the
Any and All Offer is intended to be made on or around May 18, 2020 (the "Settlement Date").
As previously announced, the applicable "Total Consideration"
for each series of Notes set forth in Table 1 below will be
paid to holders of Notes who validly tendered and did not validly
withdraw their Notes on or before the Any and All Expiration Date
and whose Notes are accepted for purchase.
Table 1
Title of
Security
|
Principal
Amount
Outstanding
|
CUSIP
Numbers
|
Total
Consideration (1)
|
Principal
Amount
Tendered
|
4.375% Senior Notes
due
2021
|
$640,000,000
|
25470DAE9
|
$1,034.21
|
$304,717,000
|
3.300% Senior Notes
due 2022
|
$496,000,000
|
25470DAF6
|
$1,039.94
|
$328,102,000
|
3.500% Senior Notes
due 2022
|
$345,894,000
|
25470DBA6
|
$1,042.05
|
$292,560,000
|
(1) Per $1,000
principal amount.
|
The Offeror's obligation to accept for purchase and to pay for
Notes validly tendered and not validly withdrawn pursuant to the
Any and All Offer is subject to the satisfaction or waiver, in the
Offeror's discretion, of certain conditions, which are more fully
described in the Offer to Purchase, including, among others, the
closing of the Offeror's previously announced registered public
offering of senior notes, which is expected to occur on
May 18, 2020. The complete terms and
conditions of the Any and All Offer are set forth in the Offer
Documents. Holders of the Notes are urged to read the Offer
Documents carefully.
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the Settlement Date.
J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Goldman
Sachs & Co. LLC are acting as the dealer managers for the Any
and All Offer. The information agent and tender agent is D.F. King
& Co., Inc. Copies of the Offer to Purchase and related
offering materials are available by contacting D.F. King & Co.,
Inc. at (866) 864-7964 (U.S. toll-free) or (212) 269-5550 (banks
and brokers), via email at disca@dfking.com or online at
www.dfking.com/discovery. Questions regarding the Any and All Offer
should be directed to J.P. Morgan Securities LLC, Liability
Management Group, at (212) 834-3424 (collect) or (866) 834-4666
(toll-free), RBC Capital Markets, LLC at (212) 618-7843 or (877)
381-2099 (toll-free) and Goldman Sachs & Co. LLC at (212)
357-1452 or (800) 828-3182 (toll-free). This press
release shall not constitute an offer to sell, a solicitation to
buy or an offer to purchase or sell any securities. The Any and All
Offer was made only pursuant to the 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.
This press release contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
current expectations, forecasts and assumptions that involve risks
and uncertainties and on information available to the Company as of
the date hereof. The Company's actual results could differ
materially from those stated or implied, due to risks and
uncertainties associated with its business, which include the risks
related to the acceptance of any tendered Notes, the settlement of
the Any and All Offer, as well as the risk factors disclosed in its
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. Forward-looking statements in this
release include, without limitation, 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. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to 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.