SILVER SPRING, Md.,
May 16, 2019 /PRNewswire/ --
Discovery, Inc. ("Discovery" or the "Company") (Nasdaq: DISCA,
DISCB, DISCK) announced today that Discovery Communications, LLC
("DCL") has priced an offering of $750,000,000 aggregate principal amount of 4.125%
Senior Notes due 2029 (the "2029 Notes") and $750,000,000 aggregate principal amount of 5.300%
Senior Notes due 2049 (the "2049 Notes"). The 2029 Notes were
priced at 99.830% of their principal amount to yield 4.146% to
maturity. The 2049 Notes were priced at 99.392% of their principal
amount to yield 5.341% to maturity. The sale of the notes is
expected to close on May 21, 2019,
subject to customary closing conditions.
The notes will be unsecured and will rank equally with all of
DCL's other unsecured senior indebtedness. The notes will be fully
and unconditionally guaranteed by the Company and its wholly owned
subsidiary Scripps Networks Interactive, Inc. ("Scripps").
DCL expects the aggregate net proceeds from the offering of the
notes to be approximately $1.483
billion after deducting the underwriting discount and
estimated expenses related to the offering.
The Company intends to use the net proceeds from the offering to
redeem all of DCL's outstanding 2.750% Senior Notes due November
2019 and 5.050% Senior Notes due June
2020, as well as Scripps' outstanding 2.750% Senior Notes
due November 2019 (collectively, the
"Redeemed Notes"), and to pay interest, premiums, fees and
expenses in connection with those redemptions. The Company intends
to use any remaining proceeds for general corporate purposes, which
may include without limitation, the acquisition of other companies
or businesses, repayment and refinancing of debt, working capital,
capital expenditures and the repurchase by Discovery of its capital
stock.
Barclays Capital Inc., J.P. Morgan Securities LLC, BNP Paribas
Securities Corp, Mizuho Securities USA LLC and RBC Capital Markets, LLC will act
as the active joint book-running managers for the offering of the
notes.
The Company, DCL and Scripps have filed a registration statement
on Form S-3 (including a prospectus) with the Securities and
Exchange Commission (the "SEC") for this offering. Prospective
investors should read the prospectus forming a part of that
registration statement and the prospectus supplement related to the
offering of the notes and the other documents that Discovery and
DCL have filed with the SEC for more complete information about
Discovery, DCL, Scripps and this 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 offering. Interested parties may obtain a prospectus by
contacting one of the joint book-running managers at: Barclays
Capital Inc. c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717,
telephone: 1-888-603-5847, or by e-mailing
Barclaysprospectus@broadridge.com; J.P. Morgan Securities LLC, 383
Madison Avenue, New York, NY
10179, Attention: Investment Grade Syndicate Desk, 3rd Floor,
telephone collect: 212-834-4533; BNP Paribas Securities Corp, 787
Seventh Avenue New York, NY
Attention: Syndicate Desk 10019, 212-841-2871 or toll free
1-800-854-5674, new.york.syndicate@bnpparibas.com; Mizuho
Securities USA LLC, 320 Park
Avenue, New York, NY 10022,
866-271-7403, FIClearing@mizuhogroup.com; and RBC Capital Markets,
LLC, Three World Financial Center, 200 Vesey Street, 8th Floor,
New York, NY 10281, Attention:
Syndicate Operations, toll-free: (877) 822-4089, email:
syndicateops2@rbc.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 offering may be made only by means of a
prospectus supplement and the accompanying prospectus. This press
release shall not constitute a notice of redemption with respect to
the Redeemed Notes.
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 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, 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.
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 March 1,
2019. 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.