SILVER SPRING, Md.,
May 21, 2020 /PRNewswire/
-- Discovery, Inc. (the "Company") (Nasdaq: DISCA, DISCB,
DISCK) today announced the pricing terms of the
previously-announced cash tender offer (the "Waterfall Offer") by
its wholly-owned subsidiaries, Discovery Communications, LLC
("DCL") and Scripps Networks Interactive, Inc. ("SNI" and, together
with DCL, the "Offerors") for certain outstanding senior notes
issued by DCL and SNI and listed in Table 1 below (collectively,
the "Notes"). Based on the $925,409,000 aggregate principal amount of senior
notes purchased by DCL in its previously completed cash tender
offer for three other series of senior notes, the maximum aggregate
principal amount of Notes eligible for purchase in the Waterfall
Offer is $574,591,000 (the "Maximum
Waterfall Tender Amount"). The terms of the Waterfall Offer are
described in the Offer to Purchase, dated May 7, 2020 (the "Offer to Purchase").
All Notes validly tendered and not validly withdrawn on or
before the Waterfall Early Tender Deadline having a higher
Acceptance Priority Level (as shown in Table 1 above, with 1 being
the highest) will be accepted for purchase before any tendered
Notes having a lower Acceptance Priority Level (with 6 being the
lowest). Notes of a series will be subject to proration, as
described in the Offer to Purchase, if the aggregate principal
amount of the Notes of such series validly tendered would cause the
Maximum Waterfall Tender Amount to be exceeded.
The Total Consideration for each series of Notes that had Notes
accepted for purchase 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
tendered and did not validly withdraw their Notes on or before
5:00 p.m., New York City time, on May 20, 2020 (the "Waterfall Early Tender
Deadline") and whose Notes are accepted for purchase. The Reference
Yields listed in Table
1 were determined at 10:00 a.m., New York City time, on May
21, 2020 (the "Waterfall Price Determination Date")
by the dealer managers (identified below). The Total
Consideration for each series of Notes that had Notes accepted for
purchase includes an early tender premium of $50 per $1,000
principal amount of Notes validly tendered and not validly
withdrawn by such holders and accepted for purchase.
Table 1
Title of
Security
|
Principal Amount
Outstanding
|
Offeror
|
CUSIP
Number
|
Acceptance
Priority Level
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
|
Reference
Yield
|
Fixed Spread
(basis points)
|
Total
Consideration (1)(2)(3)
|
3.500% Senior Notes
due 2022
|
$54,088,000
|
SNI
|
811065AF8
|
1
|
0.125% due April 30,
2022
|
FIT1
|
0.171%
|
110
|
$1,041.66
|
3.250% Senior Notes
due 2023
|
$350,000,000
|
DCL
|
25470DAH2
|
2
|
0.25% due April 15,
2023
|
FIT1
|
0.212%
|
120
|
$1,051.30
|
2.950% Senior Notes
due 2023
|
$1,166,773,000
|
DCL
|
25470DAQ2
|
3
|
0.25% due April 15,
2023
|
FIT1
|
0.212%
|
110
|
$1,044.01
|
3.800% Senior Notes
due 2024
|
$450,000,000
|
DCL
|
25470DAM1
|
4
|
0.375% due April 30,
2025
|
FIT1
|
N/A
|
155
|
N/A
|
3.900% Senior Notes
due 2024
|
$11,920,000
|
SNI
|
811065AC5
|
5
|
0.375% due April 30,
2025
|
FIT1
|
N/A
|
175
|
N/A
|
3.900% Senior Notes
due 2024
|
$486,215,000
|
DCL
|
25470DBC2
|
6
|
0.375% due April 30,
2025
|
FIT1
|
N/A
|
175
|
N/A
|
|
|
(1)
|
Per $1,000
principal amount of Notes that are tendered and
accepted for purchase.
|
|
|
(2)
|
The Total
Consideration includes the early tender
premium of $50 per $1,000
principal amount of Notes.
|
|
|
(3)
|
The Total
Consideration has not been included for the series of Notes that do
not have Notes accepted for purchase.
|
The Offerors' obligation to accept for purchase and to pay for
the Notes validly tendered and not validly withdrawn pursuant to
the Waterfall Offer is subject to the satisfaction or waiver, in
the Offerors' discretion, of certain conditions, which are more
fully described in the Offer to Purchase, including a financing
condition, which was satisfied on May 18,
2020.
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 accepted for purchase
in connection with the Waterfall Early Tender Deadline is expected
to be May 22, 2020, the first
business day following the Waterfall Price Determination
Date. In accordance with the terms of the
Waterfall Offer, the withdrawal deadline was 5:00 p.m., New York
City time, on May 20,
2020. As a result, tendered Notes may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by
the Offerors).
Although the Waterfall Offer is scheduled to expire at 12:00
midnight, New York City time, on
June 4, 2020 (one minute after
11:59 p.m., New York City time, on June 4, 2020), because holders of Notes subject
to the Waterfall Offer validly tendered and did not validly
withdraw Notes on or prior to the Waterfall Early Tender Deadline
for which the aggregate principal amounts exceeded the Maximum
Waterfall Tender Amount, holders who validly tender Notes following
the Waterfall Early Tender Deadline will not have any of their
Notes accepted for purchase.
J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Goldman
Sachs & Co. LLC are acting as the dealer managers for the
Waterfall 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 Waterfall 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 Waterfall
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 Waterfall 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.