SILVER SPRING, Md.,
March 14, 2017 /PRNewswire/
-- Discovery Communications, Inc. (the "Company") (Nasdaq:
DISCA, DISCB, DISCK) today announced that, pursuant to the
previously-announced cash tender offer (the "Tender Offer") by its
wholly-owned subsidiary, Discovery Communications, LLC (the
"Offeror") for up to $600,000,000
combined aggregate principal amount (the "Maximum Tender Amount")
of the Offeror's 5.050% Senior Notes due 2020 (the "2020 Notes")
and 5.625% Senior Notes due 2019 (the "2019 Notes" and together
with the 2020 Notes, the "Notes"), approximately $740,880,000 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amount of Notes were validly tendered and not validly withdrawn on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 March 13, 2017, the early tender deadline for the
Tender Offer (the "Early Tender Deadline"). The terms of the Tender
Offer are described in the Offer to Purchase, dated February 28, 2017 (the "Offer to Purchase").
The following table sets forth certain information regarding the
Notes and the Tender Offer, including the aggregate principal
amount of each series of Notes that were validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline, as were
reported by D.F. King & Co.,
Inc., the tender agent:
Title of
Security
|
CUSIP
Numbers
|
Principal Amount
Outstanding
|
Acceptance
Priority
Level
|
Principal Amount
Tendered
|
Principal Amount
Accepted
|
5.050% Senior
Notes
due 2020
|
25470D AC3
|
$1,300,000,000
|
1
|
$511,087,000
|
$511,087,000
|
5.625% Senior
Notes
due 2019
|
25470D AA7
|
$500,000,000
|
2
|
$229,793,000
|
$88,913,000
|
Because the aggregate principal amount of Notes validly tendered
and not validly withdrawn on or before the Early Tender Deadline
exceeded the Maximum Tender Amount, all 2020 Notes validly tendered
and not validly withdrawn on or before the Early Tender Deadline
will be accepted for purchase and the 2019 Notes validly tendered
and not validly withdrawn on or before the Early Tender Deadline
accepted for purchase will be subject to proration as described in
the Offer to Purchase. Holders who validly tender Notes following
the Early Tender Deadline but on or before the Expiration Date will
not have any of their Notes accepted for purchase.
Settlement of the Tender Offer was conditioned upon receipt by
the Offeror of at least $650,000,000
of gross cash proceeds from the issuance of senior notes in a
registered public offering. This condition was satisfied on
March 13, 2017.
The consideration paid in the Tender 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 Early Tender
Deadline and accepted for purchase are eligible to receive the
applicable Total Consideration, which includes an early tender
premium of $30.00 per $1,000 principal amount of the Notes accepted for
purchase (the "Early Tender Premium").
The Total Consideration will be determined at 11:00 a.m., New York
City time, on March 14, 2017.
The Company expects to issue a press release after the close of
trading on the New York Stock Exchange on March 14, 2017 to announce the Total
Consideration payable in connection with the Tender 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 such Notes accepted
for purchase. The settlement date for the Notes accepted for
purchase in connection with the Early Tender Deadline is expected
to be March 15, 2017, two business
days following the Early Tender Deadline. In accordance with the
terms of the Tender Offer, the withdrawal deadline was 5:00 p.m., New York
City time, on March 13, 2017.
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 Offeror).
Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities LLC and RBC Capital Markets, LLC and
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 (877) 871-1741
(U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions
regarding the Tender Offer should be directed to Credit Suisse
Securities (USA) LLC at (212)
325-2476 (collect) or (800) 820-1653 (toll-free), J.P. Morgan
Securities LLC, Liability Management Group, at (212) 834-3424
(collect) or (866) 834-4666 (toll-free) or RBC Capital Markets, LLC
at (212) 618-7822 (collect) or (877) 381-2099 (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
Offer is being made only pursuant to the Offer to Purchase and only
in such jurisdictions as is permitted under applicable law.
About Discovery Communications:
Discovery
Communications (Nasdaq: DISCA, DISCB, DISCK) satisfies curiosity
and engages superfans with a portfolio of premium nonfiction,
lifestyle, sports and kids programming brands. Reaching more than 3
billion cumulative viewers across pay-TV and free-to-air platforms
in more than 220 countries and territories, Discovery's portfolio
includes the global brands Discovery Channel, TLC, Investigation
Discovery, Animal Planet, Science and Turbo/Velocity, 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.
Discovery reaches audiences across screens through digital-first
programming from digital content holding company Group Nine Media,
Discovery VR, over-the-top offerings Eurosport Player and Dplay, as
well as TV Everywhere products comprising the GO portfolio of TVE
apps and Discovery K!ds Play.
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 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 14, 2017. 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.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/discovery-communications-announces-the-early-results-of-its-cash-tender-offer-for-certain-outstanding-debt-securities-of-discovery-communications-llc-300423085.html
SOURCE Discovery Communications