SILVER SPRING, Md.,
May 7, 2020 /PRNewswire/ --
Discovery, Inc. (the "Company") (Nasdaq: DISCA, DISCB, DISCK) today
announced the commencement of (i) a cash tender offer (the "Any and
All Offer") by its wholly-owned subsidiary, Discovery
Communications, LLC ("DCL"), for any and all of the outstanding
senior notes listed in Table 1 below (collectively, the "Any and
All Notes" and (ii) cash tender offers (collectively, the
"Waterfall Offer") by DCL and its wholly-owned subsidiary Scripps
Networks Interactive, Inc. ("SNI" and together with DCL, the
"Offerors") for up to $1,500,000,000
less the aggregate principal amount of the Any and All Notes
validly tendered and accepted for purchase in the Any and All Offer
(the "Maximum Waterfall Tender Amount") aggregate principal amount
of the senior notes listed in Table 2 below (collectively, the
"Waterfall Notes"). The Any and All Offer and the Waterfall Offer
are referred to collectively in this press release as the "Tender
Offers" and the Any and All Notes and Waterfall Notes are referred
to collectively as the "Notes."
The following table sets forth certain information regarding the
Any and All Notes:
Table 1
Title of
Security
(1)
|
Principal
Amount
Outstanding
|
Offeror
|
CUSIP
Number
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
|
Fixed Spread
(basis points)
|
4.375% Senior
Notes due 2021
|
$640,000,000
|
DCL
|
25470DAE9
|
0.125% due April
30,
2022
|
FIT1
|
100
|
3.300% Senior
Notes due 2022
|
$496,000,000
|
DCL
|
25470DAF6
|
0.125% due April
30,
2022
|
FIT1
|
110
|
3.500% Senior
Notes due 2022
|
$345,894,000
|
DCL
|
25470DBA6
|
0.125% due April
30,
2022
|
FIT1
|
110
|
(1) The Total Consideration will be determined taking into
account the par call date, if applicable, for such series of Any
and All Notes. In addition, holders whose Any and All Notes are
accepted will also receive accrued interest on such Any and All
Notes.
The following table sets forth certain information regarding the
Waterfall Notes:
Table 2
Title
of Security
(1)
|
Principal
Amount
Outstanding
|
Offeror
|
CUSIP
Number
|
Acceptance
Priority
Level
|
Early
Tender
Premium (2)
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
|
Fixed
Spread
(basis
points)
|
3.500% Senior
Notes due 2022
|
$54,088,000
|
SNI
|
811065AF8
|
1
|
$50
|
0.125% due
April 30,
2022
|
FIT1
|
110
|
3.250% Senior
Notes due 2023
|
$350,000,000
|
DCL
|
25470DAH2
|
2
|
$50
|
0.25% due
April 15,
2023
|
FIT1
|
120
|
2.950% Senior
Notes due 2023
|
$1,166,773,000
|
DCL
|
25470DAQ2
|
3
|
$50
|
0.25% due
April 15,
2023
|
FIT1
|
110
|
3.800% Senior
Notes due 2024
|
$450,000,000
|
DCL
|
25470DAM1
|
4
|
$50
|
0.375% due
April 30,
2025
|
FIT1
|
155
|
3.900% Senior
Notes due 2024
|
$11,920,000
|
SNI
|
811065AC5
|
5
|
$50
|
0.375% due
April 30,
2025
|
FIT1
|
175
|
3.900% Senior
Notes due 2024
|
$486,215,000
|
DCL
|
25470DBC2
|
6
|
$50
|
0.375% due
April
30,
2025
|
FIT1
|
175
|
(1) The Total Consideration will be determined taking into
account the par call date, if applicable, for such series of
Waterfall Notes. In addition, holders whose Waterfall Notes
are accepted will also receive accrued interest on such Waterfall
Notes.
(2) The Total Consideration payable for each $1,000 principal amount of Waterfall Notes
validly tendered at or prior to the Waterfall Early Tender Deadline
and accepted for purchase includes the applicable Early Tender
Premium.
The Tender Offers are being made upon and are subject to the
terms and conditions set forth in the Offer to Purchase dated
May 7, 2020 (the "Offer to
Purchase"). The Any and All Offer will expire at 5:00 p.m., New York
City time, on May 13, 2020,
unless extended or earlier terminated (the "Any and All Expiration
Date"). The Waterfall Offer will 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), unless extended or earlier
terminated (the "Waterfall Expiration Date"). Tenders of Any and
All Notes may be withdrawn at any time at or prior to 5:00 p.m., New York
City time, on May 13, 2020
(the "Any and All Withdrawal Deadline") and tenders of the
Waterfall Notes may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on May 20, 2020 (the "Waterfall Withdrawal
Deadline"), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are
required by law.
The consideration paid in the Tender Offers for each series of
Notes that are validly tendered and not validly withdrawn and
accepted for purchase will be determined in the manner described in
the Offer to Purchase by reference to a fixed spread over the yield
to maturity of the applicable Reference U.S. Treasury Security
specified in the applicable table above and in the Offer to
Purchase (the "Total Consideration"). Holders of Waterfall Notes
that are validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on May 20, 2020 (the "Waterfall Early Tender
Deadline") and accepted for purchase will 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 "Early Tender Premium"). Holders of Waterfall Notes
who validly tender their Waterfall Notes following the Waterfall
Early Tender Deadline and on or prior to the Waterfall Expiration
Date will only receive the applicable "Tender Offer Consideration"
per $1,000 principal amount of any
such Notes tendered by such holders that are accepted for purchase,
which is equal to the applicable Total Consideration minus the
Early Tender Premium. The Total Consideration will be determined at
2:00 p.m., New York City Time, on
May 13, 2020 for the Any and All
Notes (the "Any and All Price Determination Date") and at
10:00 a.m., New York City Time, on
May 21, 2020 for the Waterfall Notes
(the "Waterfall Price Determination Date"), unless extended.
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 such Notes accepted
for purchase.
The settlement date for Any and All Notes that are validly
tendered on or prior to the Any and All Expiration Date is expected
to be May 18, 2020, three business
days following the Any and All Expiration Date (the "Any and All
Settlement Date").
The settlement date for Waterfall Notes that are validly
tendered on or prior to the Waterfall Early Tender Deadline is
expected to be May 22, 2020, one
business day following the Waterfall Price Determination Date (the
"Waterfall Early Settlement Date"). The settlement date for
Waterfall Notes that are tendered following the Waterfall Early
Tender Deadline but on or prior to the Waterfall Expiration Date is
expected to be June 8, 2020, two
business day following the Waterfall Expiration Date (the
"Waterfall Final Settlement Date"), assuming the Maximum Waterfall
Tender Amount is not purchased on the Waterfall Early Settlement
Date.
Subject to the Maximum Waterfall Tender Amount, all Waterfall
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 2 above, with 1 being the highest) will be
accepted before any tendered Waterfall Notes having a lower
Acceptance Priority Level (with 6 being the lowest), and all
Waterfall Notes validly tendered after the Waterfall Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Waterfall Notes tendered following the Waterfall Early
Tender Deadline having a lower Acceptance Priority
Level. However, even if the Waterfall Offer is not fully
subscribed as of the Waterfall Early Tender Deadline, subject to
the Maximum Waterfall Tender Amount, Waterfall Notes validly
tendered and not properly withdrawn at or prior to the Waterfall
Early Tender Deadline will be accepted for purchase in priority to
other Waterfall Notes tendered following the Waterfall Early Tender
Deadline, even if such Waterfall Notes tendered following the
Waterfall Early Tender Deadline have a higher Acceptance Priority
Level than Waterfall Notes tendered at or prior to the Waterfall
Early Tender Deadline.
Waterfall Notes of a series may be subject to proration if the
aggregate principal amount of the Waterfall Notes of such series
validly tendered and not properly withdrawn would cause the Maximum
Waterfall Tender Amount to be exceeded. Furthermore, if the
Waterfall Offer is fully subscribed as of the Waterfall Early
Tender Deadline, holders who validly tender Waterfall Notes
following the Waterfall Early Tender Deadline but at or prior to
the Waterfall Expiration Date will not have any of their Waterfall
Notes accepted for purchase.
The Offerors' obligation to accept for payment and to pay for
the Notes validly tendered in the Tender Offers is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase, including the receipt of gross proceeds from the
Offerors' concurrent registered public offering of senior notes,
which the Offerors expect to announce the concurrent registered
public offering of senior notes in a separate press release. The
Offerors reserve the right, subject to applicable law, to: (i)
waive any and all conditions to the Tender Offers; (ii) extend or
terminate the Tender Offers; (iii) increase or decrease the Maximum
Waterfall Tender Amount; or (iv) otherwise amend the Tender Offers
in any respect.
J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Goldman
Sachs & Co. LLC are acting as the dealer managers for the
Tender 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 Tender Offers
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 Tender Offers are 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 Tender Offers, the satisfaction of conditions to
the Tender Offers, whether the Tender 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 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.