SILVER SPRING, Md.,
Sept. 17, 2020 /PRNewswire/
-- Discovery, Inc. ("Discovery") (Nasdaq: DISCA, DISCB, DISCK)
today announced the expiration date results of its previously
announced transaction to exchange five series of outstanding senior
notes issued by its wholly owned subsidiary Discovery
Communications, LLC ("DCL"). The exchange transaction consists of
five separate private offers to exchange by Discovery, DCL and
Discovery's indirect wholly owned subsidiary Scripps Networks
Interactive, Inc. ("Scripps" and together with DCL and Discovery,
the "Offerors") (each, an "Exchange Offer," and collectively, the
"Exchange Offers") any and all of the outstanding notes listed in
the table below (collectively, the "Old Notes") for one new series
of senior notes due 2055 to be issued by DCL (the "New Notes"), on
the terms and conditions set forth in the Offering Memorandum dated
September 10, 2020 (the "Offering
Memorandum" and, together with the eligibility letter, the Canadian
holder form and the notice of guaranteed delivery, the "Exchange
Offer Documents").
Discovery also announced today the expiration date results of
its transaction to purchase any and all of the same five series of
notes pursuant to cash tender offers (each, a "Cash Offer" and
collectively, the "Cash Offers"), which were open only to
Ineligible Holders (as defined below).
The Exchange Offers expired at 5:00
p.m., New York City time,
on September 16, 2020 (the "Exchange
Offer Expiration Date"). The "Exchange Offer Settlement Date" is
expected to be September 21,
2020.
The table below provides the aggregate principal amount of each
series of Old Notes validly tendered and not validly withdrawn at
or prior to the Exchange Offer Expiration Date and the aggregate
principal amount of each series of Old Notes that the Offerors
expect to accept on the Exchange Offer Settlement Date in
connection with the Exchange Offers, on the terms and subject to
the conditions set forth in the Offering Memorandum:
Title of Series of
Old Notes to be
Exchanged
|
CUSIP Number /
ISIN
|
Principal
Amount
Outstanding as of the
Expiration Date
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered as of the
Expiration Date(1)
|
Principal
Amount
Expected to be Accepted
for Exchange
|
Principal
Amount
Tendered Pursuant to
Guaranteed Delivery
Procedures(2)
|
5.000% Senior Notes
due 2037
("2037
Notes")
|
25470D AS8
US25470DAS80
|
$1,250,000,000
|
1
|
$684,666,000
|
$684,666,000
|
$4,323,000
|
6.350% Senior Notes
due 2040
("2040
Notes")
|
25470DAD1
US25470DAD12
|
$850,000,000
|
2
|
$183,820,000
|
$183,820,000
|
$405,000
|
5.200% Senior Notes
due 2047
("2047
Notes")
|
25470D AT6
US25470DAT63
|
$1,250,000,000
|
3
|
$802,203,000
|
$0
|
$20,957,000
|
4.950% Senior Notes
due 2042
("2042
Notes")
|
25470D
AG4
US25470DAG43
|
$500,000,000
|
4
|
$213,900,000
|
$213,900,000
|
$42,000
|
4.875% Senior Notes
due 2043
("2043
Notes")
|
25470D AJ8
US25470DAJ81
|
$850,000,000
|
5
|
$329,097,000
|
$329,097,000
|
$25,000
|
(1)
|
Reflects the
aggregate principal amount of each series of Old Notes that have
been validly tendered and not validly withdrawn as of the Exchange
Offer Expiration Date, based on information provided by the
exchange agent to the Offerors as of the Exchange Offer Expiration
Date and subject to the final validation of
tenders.
|
|
|
(2)
|
Reflects Old Notes
tendered pursuant to the Guaranteed Delivery Procedures that are
required to be duly delivered at or prior to the Guaranteed
Delivery Date. The Offerors will not subsequently adjust the
acceptance for exchange of Old Notes in accordance with the
Acceptance Priority Levels if any such Old Notes are not so
delivered.
|
The conditions to the Exchange Offers for the 2037 Notes and the
2040 Notes, which had an Acceptance Priority Level of 1 and 2,
respectively, were satisfied. The Offerors expect to accept for
exchange on the Exchange Offer Settlement Date all 2037 Notes and
2040 Notes that were validly tendered and not validly
withdrawn.
The conditions to the Exchange Offer for the 2047 Notes, which
had an Acceptance Priority Level of 3, were not satisfied because
the aggregate Total Exchange Consideration for all Old Notes up to
and including the Old Notes with an Acceptance Priority Level of 3
that were validly tendered and not validly withdrawn would have
exceeded $2,100,000,000. As a result,
the Offerors have terminated the Exchange Offer for the 2047 Notes.
The 2047 Notes are considered "Non-Covered Notes" under the terms
of the Offering Memorandum.
In accordance with the terms and conditions set forth in the
Offering Memorandum and as a result of the termination of the
Exchange Offer for the 2047 Notes, the conditions for the Exchange
Offers for the 2042 Notes and the 2043 Notes, which had an
Acceptance Priority Level of 4 and 5, respectively, were satisfied.
The Offerors expect to accept for exchange on the Exchange Offer
Settlement Date all 2042 Notes and 2043 Notes that were validly
tendered and not validly withdrawn.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders (as defined below) who
(i) validly tendered and who did not validly withdraw Old Notes at
or prior to the Exchange Offer Expiration Date or (ii) delivered a
properly completed and duly executed notice of guaranteed delivery
and all other required documents at or prior to the applicable
Exchange Offer Expiration Date and tender their Old Notes at or
prior to 5:00 p.m., New York City time on September 18, 2020 pursuant to the Guaranteed
Delivery Procedures, and whose Old Notes are accepted for exchange
by the Offerors, will receive the applicable Total Exchange
Consideration (as defined in the Exchange Offer Documents) in the
form of New Notes, as well as cash for accrued and unpaid interest
on Old Notes accepted for exchange from the last applicable
interest payment date to, but excluding, the Exchange Offer
Settlement Date and amounts due in lieu of fractional amounts of
New Notes.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, on the Exchange Offer Settlement Date,
the Offerors expect to deliver an aggregate principal amount of
approximately $1.73 billion of New
Notes for the Old Notes validly tendered and accepted by the
Offerors, which assumes that all Old Notes tendered pursuant to the
Guaranteed Delivery Procedures will be duly delivered at or prior
to the Guaranteed Delivery Date. The actual aggregate principal
amount of New Notes that will be issued on the Exchange Offer
Settlement Date is subject to change based on deliveries under the
Guaranteed Delivery Procedures and final validation of tenders.
The Offerors will deliver New Notes in exchange for Old Notes
accepted for exchange in the Exchange Offers on the Exchange Offer
Settlement Date. Interest on the Old Notes accepted in the Exchange
Offers, including those tendered pursuant to the Guaranteed
Delivery Procedures, will cease to accrue on the Exchange Offer
Settlement Date. Interest on the New Notes will accrue from the
Exchange Offer Settlement Date.
The Exchange Offers and the issuance of the New Notes have not
been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), under any other federal, state or other law
pertaining to the registration of securities, or with any
securities regulatory authority of any State or other jurisdiction.
The New Notes may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
The Exchange Offers were only made, the New Notes were only
being offered and will only be issued, and copies of the Offering
Memorandum were only made available, to a holder of Old Notes who
certified its status as either (a) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act or (b) (i)
a person who is not a "U.S. person" as defined under Regulation S
under the Securities Act, or a dealer or other professional
fiduciary organized, incorporated or (if an individual) residing in
the United States holding a
discretionary account or similar account (other than an estate or
trust) for the benefit or account of a non-"U.S. person," (ii) if
located or resident in the European Economic Area or the
United Kingdom, a person other
than a "retail investor" (for these purposes, a retail investor
means a person who is one (or more) of: (x) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (y) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation
Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (z) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation")) and (iii)
if located or resident in Canada,
an "accredited investor" as such term is defined in National
Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), and, if
located or resident in Ontario, as
such term is defined in section 73.3(1) of the Securities Act
(Ontario), and in each case, is
not an individual, and such "accredited investor" is also a
"permitted client," as such term is defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") ("Canadian Eligible Holders").
The Offerors refer to holders of Old Notes who certified to the
Offerors that they were eligible to participate in the Exchange
Offers pursuant to at least one of the foregoing conditions as
"Eligible Holders."
The Offerors refer to holders of Old Notes who are not Eligible
Holders as "Ineligible Holders."
Only Eligible Holders who confirmed they are Eligible Holders
via the eligibility letter were authorized to receive or review the
Exchange Offer Documents or to participate in the Exchange Offers.
For Canadian Eligible Holders, such participation was also
conditioned upon the receipt of the Canadian beneficial holder
form. There was no separate letter of transmittal in connection
with the Offering Memorandum.
D.F. King & Co., Inc. is acting as the exchange agent and
information agent for the Old Notes in the Exchange Offers.
Documents relating to the Exchange Offers were only distributed to
holders of Old Notes who certified that they are Eligible Holders.
Questions or requests for assistance related to the Exchange Offers
or for additional copies of the Exchange Offer Documents may be
directed to D.F. King & Co., Inc. (800) 431-9646 (U.S.
toll-free) or (212) 269-5550 (banks and brokers), via email at
disca@dfking.com or online at www.dfking.com/discovery. You may
also contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers.
The Exchange Offer Documents can be accessed at the following
link: www.dfking.com/discovery.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers were made solely by the Exchange Offer Documents
and only to such persons and 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. These forward-looking statements are based on current
expectations, forecasts and assumptions that involve risks and
uncertainties and on information available to Discovery as of the
date hereof. Discovery'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 Old Notes, the expiration and
settlement of the Exchanges Offers, the satisfaction of conditions
to the Exchange Offers, whether the Exchange Offers will be
consummated in accordance with the terms set forth in the Offering
Memorandum or at all and the timing of any of the foregoing, 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 Discovery's Quarterly Reports on Form 10-Q filed
with the SEC on May 6, 2020 and
August 5, 2020. Forward-looking
statements in this release include, without limitation, statements
regarding Discovery'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. Discovery expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in Discovery'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.