Item 8.01 Other Events.
Exchange Offers and Cash Offers
On September 21, 2020, Discovery completed the Exchange Offers to exchange all validly tendered and not validly withdrawn Old Notes for the New Notes. Also, on September 21, 2020, Discovery completed its previously announced offers to purchase (the “Cash Offers”) all validly tendered and not validly withdrawn: (i) Old 2037 Notes, Old 2040 Notes, Old 2047 Notes Old 2042 Notes and Old 2043 Notes for cash.
The Exchange Offers were open only to certain investors, and the Cash Offers were open only to retail holders who were not eligible to participate in the Exchange Offers.
Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted in the Exchange Offer and subsequently cancelled by DCL:
i.$687,649,000 aggregate principal amount of Old 2037 Notes;
ii.$184,225,000 aggregate principal amount of Old 2040 Notes;
iii.$213,900,000 aggregate principal amount of Old 2042 Notes; and
iv.$329,122,000 aggregate principal amount of Old 2043 Notes.
Pursuant to the Cash Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and accepted for purchase in the Cash Offer and subsequently cancelled by DCL:
i.$14,219,000 aggregate principal amount of Old 2037 Notes;
ii.$1,300,000 aggregate principal amount of Old 2040 Notes;
iii.$1,160,000 aggregate principal amount of Old 2042 Notes; and
iv.$5,340,000 aggregate principal amount of Old 2043 Notes.
Following such cancellations, the aggregate principal amount of Old Notes set forth below remained outstanding:
i.$548,132,000 aggregate principal amount of Old 2037 Notes;
ii.$664,475,000 aggregate principal amount of Old 2040 Notes;
iii.$284,940,000 aggregate principal amount of Old 2042 Notes; and
iv.$515,538,000 aggregate principal amount of Old 2043 Notes.
The conditions to the Exchange Offer for the Old 2047 Notes were not satisfied. In accordance with the terms of the Exchange Offer and the Cash Offer, Discovery terminated each of the Exchange Offer and the Cash Offer for the Old 2047 Notes and no Old 2047 Notes were accepted for exchange or purchase.
In connection with the settlement of the Exchange Offers, DCL issued $1,732,036,000 aggregate principal amount of New Notes in exchange for the aggregate amount of Old Notes that were validly tendered and accepted by Discovery pursuant to the Exchange Offers.
In connection with the settlement of the Cash Offers, Discovery paid $26,826,248.81 in cash to purchase the aggregate amount of Old Notes validly tendered and accepted for purchase by Discovery pursuant to the Cash Offers.
A copy of Discovery’s press release announcing the pricing terms of the Exchange Offers is attached to this Current Report on Form 8-K as Exhibit 99.1 and Discovery’s press release announcing the expiration of the Exchange Offers is attached to this Current Report on Form 8-K as Exhibit 99.2, and each are incorporated herein by reference.
A copy of Discovery’s press release announcing the pricing terms of the Cash Offers is attached to this Current Report on Form 8-K as Exhibit 99.3 and Discovery’s press release announcing the expiration of the Cash Offers is attached to this Current Report on Form 8-K as Exhibit 99.4, and each are incorporated herein by reference.