SILVER SPRING, Md.,
May 13, 2020 /PRNewswire/
-- Discovery, Inc. (the "Company") (Nasdaq: DISCA, DISCB,
DISCK) today announced the pricing terms of 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"). The Any and All Offer is being
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."
The Total Consideration for each series of Notes is based on the
applicable reference yield plus a fixed spread, in each case as set
forth in Table 1 below, and is payable to holders of Notes who
validly tender and do not validly withdraw their Notes today,
May 13, 2020, on or before
5:00 p.m., New York City time, unless extended or
earlier terminated as described in the Offer Documents (such
date and time, as it may be extended, the "Any and All Expiration
Date"), and whose Notes are accepted for purchase. Holders who
deliver a properly completed and duly executed Notice of Guaranteed
Delivery in accordance with the instructions in the Offer to
Purchase, will be eligible to receive the Total Consideration
described in Table 1 below and in the Offer Documents.
The Reference Yields listed in Table
1 were determined at 2:00
p.m. New York City time, on May 13,
2020 by the dealer managers (identified below).
Table 1
Title of
Security
|
Principal
Amount
Outstanding
|
CUSIP
Numbers
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
|
Reference
Yield
|
Fixed
Spread
(basis
points)
|
Total
Consideration
(1)
|
4.375% Senior
Notes due 2021
|
$640,000,000
|
25470DAE9
|
0.125% due April
30,
2022
|
FIT1
|
0.163%
|
100
|
$1,034.21
|
3.300% Senior
Notes due 2022
|
$496,000,000
|
25470DAF6
|
0.125% due April
30,
2022
|
FIT1
|
0.163%
|
110
|
$1,039.94
|
3.500% Senior
Notes due 2022
|
$345,894,000
|
25470DBA6
|
0.125% due April
30,
2022
|
FIT1
|
0.163%
|
110
|
$1,042.05
|
(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Notes validly tendered and not validly withdrawn pursuant to the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
receipt of aggregate net proceeds from the Offeror's previously
announced registered public offering of senior notes in an amount
not less than the amount sufficient, among other things, to
purchase all the Notes validly tendered and accepted for purchase
in the Any and All Offer, 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 applicable settlement date for Notes accepted for
purchase.
The settlement date for the Notes, including the Notes tendered
by Notice of Guaranteed Delivery and accepted for purchase, is
expected to be May 18, 2020, three
business days after the Any and All Expiration Date. In accordance
with the terms of the Any and All Offer, the withdrawal deadline is
today at 5:00 p.m., New York City
Time. Any tendered Notes may not be withdrawn thereafter,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by the Offeror).
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 is being 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 expiration and
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.