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 purchase five series of outstanding senior
notes issued by its wholly owned subsidiary, Discovery
Communications, LLC ("DCL"). The cash tender transaction consists
of five separate offers by Discovery, DCL and Discovery's indirect
wholly owned subsidiary Scripps Networks Interactive, Inc.
("Scripps" and together with DCL and Discovery, the "Offerors") to
purchase for cash (each, a "Cash Offer," and collectively, the
"Cash Offers") any and all of the outstanding notes listed in the
table below (collectively, the "Notes"), on the terms and subject
to the conditions set forth in the Offer to Purchase dated
September 10, 2020 (the "Offer to
Purchase" and, together with the certification of eligibility to
participate in the Cash Offers, the instructions for such
certification and the notice of guaranteed delivery, the "Cash
Offer Documents").
Discovery also announced today the expiration date results of
its transaction to exchange such five series of notes pursuant to
private exchange offers (each, an "Exchange Offer" and
collectively, the "Exchange Offers"), which were open only to
Ineligible Holders (as defined below).
The Cash Offers expired at 5:00
p.m., New York City time,
on September 16, 2020 (the "Cash
Offer Expiration Date"). The "Cash Offer Settlement Date" is
expected to be September 21, 2020.
The table below provides the aggregate principal amount of each
series of Notes validly tendered and not validly withdrawn at or
prior to the Cash Offer Expiration Date and the aggregate principal
amount of each series of Notes that the Offerors expect to accept
on the Cash Offer Settlement Date in connection with the Cash
Offers, on the terms and subject to the conditions set forth in the
Offer to Purchase.
Title of Series of
Notes to be
Purchased
|
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 Purchase
|
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
|
$14,219,000
|
$14,219,000
|
$1,652,000
|
6.350% Senior Notes
due 2040
("2040
Notes")
|
25470DAD1
US25470DAD12
|
$850,000,000
|
2
|
$1,300,000
|
$1,300,000
|
$0
|
5.200% Senior Notes
due 2047
("2047
Notes")
|
25470D AT6
US25470DAT63
|
$1,250,000,000
|
3
|
$19,532,000
|
$0
|
$1,652,000
|
4.950% Senior Notes
due 2042
("2042
Notes")
|
25470D
AG4
US25470DAG43
|
$500,000,000
|
4
|
$1,160,000
|
$1,160,000
|
$0
|
4.875% Senior Notes
due 2043
("2043
Notes")
|
25470D AJ8
US25470DAJ81
|
$850,000,000
|
5
|
$5,340,000
|
$5,340,000
|
$0
|
|
|
|
|
|
|
|
(1) Reflects the aggregate principal amount of each series of
Notes that have been tendered and not validly withdrawn as of the
Cash Offer Expiration Date, based on information provided by the
tender agent to the Offerors as of the Cash Offer Expiration Date
and subject to the final validation of tenders.
(2) Reflects 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 purchase of Notes in accordance with the
Acceptance Priority Levels if any such Notes are not so
delivered.
The conditions to each Cash Offer, as described in the Offer to
Purchase, have been satisfied, except for the 2047 Notes.
Accordingly, in accordance with the terms of the Cash Offers, the
Offerors expect to accept for purchase on the Cash Offer Settlement
Date each series of Notes that were validly tendered and not
validly withdrawn, other than the 2047 Notes. Because the
conditions to the Exchange Offer for the 2047 Notes were not
satisfied, the Offerors terminated the Exchange Offer for the 2047
Notes, and as a result the conditions to the Cash Offer for the
2047 Notes were not satisfied, and the Offerors terminated the Cash
Offer for the 2047 Notes.
Upon the terms and subject to the conditions set forth in the
Cash Offer Documents, Eligible Holders (as defined below) who (i)
validly tendered and who did not validly withdraw Notes at or prior
to the Cash 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 Cash Offer Expiration
Date and tender their 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 Notes are accepted for purchase by the Offerors, will receive
the applicable Tender Consideration (as defined in the Cash Offer
Documents), as well as a payment for accrued and unpaid interest on
Notes accepted for purchase from the last applicable interest
payment date to, but excluding, the Cash Offer Settlement Date.
Interest will cease to accrue on the Cash Offer Settlement Date for
all Notes accepted in the Cash Offers, including those tendered
through the Guaranteed Delivery Procedures.
The actual aggregate Tender Consideration that will be paid on
the Cash Offer Settlement Date is subject to change based on
deliveries under the Guaranteed Delivery Procedures and final
validation of tenders.
Only holders of Notes who are not (i) "qualified institutional
buyers" within the meaning of Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and who are not (ii)
non-U.S. persons (as defined in Rule 902 under the Securities Act)
located outside of the United
States within the meaning of Regulation S under the
Securities Act, other than "retail investors" (as defined below) in
the European Economic Area or the United
Kingdom, were eligible to participate in the Cash Offers.
For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) 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 (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). Holders of Notes located or resident in a province or
territory of Canada were only
eligible to participate in the Cash Offers if they are (i)
individuals; or (ii) institutions or other entities that do not
qualify as both "accredited investors," as such term is defined in
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") of
the Canadian Securities Administrators or Section 73.3(1) of the
Securities Act (Ontario), and
"permitted clients," as such term is defined in National Instrument
31-103 - Registration Requirements, Exemptions and Ongoing
Registrant Obligations ("NI 31-103") of the Canadian Securities
Administrators. The Offerors refer to holders who meet the
foregoing criteria in this paragraph as "Eligible Holders."
The Offerors refer to holders of Notes who are not Eligible
Holders as "Ineligible Holders."
Only Eligible Holders who have delivered a certification to
D.F. King & Co., Inc., the tender agent, certifying that they
are Eligible Holders, will be authorized to participate in the Cash
Offers.
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 (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.
Deutsche Bank Securities Inc. and RBC Capital Markets, LLC are
acting as the joint lead dealer managers for the Cash Offers.
Questions regarding the Cash Offers should be directed to Deutsche
Bank Securities Inc. at (212) 250-2955 or (866) 627-0391
(toll-free) and RBC Capital Markets, LLC at (212) 618-7843 or (877)
381-2099 (toll-free).
The Cash 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 to
buy any of the securities described herein. The Cash Offers were
made solely by the Cash 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 Notes, the expiration and settlement
of the Cash Offers, the satisfaction of conditions to the Cash
Offers, whether the Cash Offers will be consummated in accordance
with the terms set forth in the Offer to Purchase 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.
View original
content:http://www.prnewswire.com/news-releases/discovery-announces-expiration-date-results-of-its-cash-tender-offers-for-five-series-of-notes-open-to-retail-holders-only-301133159.html
SOURCE Discovery, Inc.