SILVER SPRING, Md.,
May 21, 2020 /PRNewswire/ --
Discovery, Inc. (the "Company") (Nasdaq: DISCA, DISCB, DISCK) today
announced the early results 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"). $1,515,228,000 in combined
aggregate principal amount of Notes were validly tendered and not
validly withdrawn on or prior to 5:00
p.m., New York City time,
on May 20, 2020, the early tender
deadline for the Waterfall Offer (the "Waterfall Early Tender
Deadline"). The terms of the Waterfall Offer are described in the
Offer to Purchase, dated May 7, 2020
(the "Offer to Purchase").
The following table sets forth certain information regarding the Notes and
the Waterfall Offer,
including the aggregate principal amount of each series of Notes that were validly tendered
and not
validly withdrawn on or prior to the
Waterfall Early Tender Deadline, as were reported by
D.F. King & Co., Inc., the tender agent:
Table 1
Title of
Security
|
Offeror
|
CUSIP
Numbers
|
Principal Amount
Outstanding
|
Acceptance
Priority Level
|
Principal Amount
Tendered
|
Principal Amount
Accepted
|
3.500% Senior Notes
due 2022
|
SNI
|
811065AF8
|
$54,088,000
|
1
|
$45,662,000
|
$45,662,000
|
3.250% Senior Notes
due 2023
|
DCL
|
25470DAH2
|
$350,000,000
|
2
|
$158,021,000
|
$158,021,000
|
2.950% Senior Notes
due 2023
|
DCL
|
25470DAQ2
|
$1,166,773,000
|
3
|
$782,160,000
|
$370,908,000
|
3.800% Senior Notes
due 2024
|
DCL
|
25470DAM1
|
$450,000,000
|
4
|
$343,011,000
|
$0
|
3.900% Senior Notes
due 2024
|
SNI
|
811065AC5
|
$11,920,000
|
5
|
$6,158,000
|
$0
|
3.900% Senior Notes
due 2024
|
DCL
|
25470DBC2
|
$486,215,000
|
6
|
$180,216,000
|
$0
|
All Notes validly tendered and not validly withdrawn on or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. Because the
aggregate principal amount of Notes validly tendered and not
validly withdrawn on or before the Waterfall Early Tender Deadline
exceeded the Maximum Waterfall Tender Amount, Holders who validly
tender Notes following the Waterfall Early Tender Deadline but on
or before the expiration of the Waterfall Offer 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), will not have any of their 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.
The consideration paid in the Waterfall Offer for each series of
Notes validly tendered and not validly withdrawn and accepted for
purchase will be determined in the manner described in the Offer to
Purchase (the "Total Consideration"). Holders of Notes validly
tendered and not validly withdrawn at or prior Waterfall Early
Tender Deadline and accepted for purchase are eligible to receive
the applicable Total Consideration, which includes an early tender
premium of $50.00 per $1,000 principal amount of the Notes accepted for
purchase (the "Waterfall Early Tender Premium").
The Total Consideration will be determined at 10:00 a.m., New York
City time, today, May 21,
2020. The Company expects to issue a press release after the
Total Consideration has been determined today to announce the Total
Consideration payable in connection with the Waterfall Offer.
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).
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, 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 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.