SILVER SPRING, Md.,
March 14, 2017 /PRNewswire/
-- Discovery Communications, Inc. (the "Company") (Nasdaq:
DISCA, DISCB, DISCK) today announced the pricing terms of 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"). The
terms of the Tender Offer are described in the Offer to
Purchase.
The Total Consideration for each series of Notes is based on the
applicable reference yield plus a fixed spread, in each case as set
forth in the table below, and is payable to holders of Notes who
validly tendered and did not validly withdraw their Notes on or
before 5:00 p.m., New York City time, on March 13, 2017 (the "Early Tender Deadline") and
whose Notes are accepted for purchase. The Reference Yields listed
in the table were determined at 11:00
a.m., New York City time,
on March 14, 2017 by the dealer
managers (identified below). The Total Consideration for each
series of Notes includes an early tender premium of $30 per $1,000
principal amount of Notes validly tendered and not validly
withdrawn by such holders and accepted for purchase.
Title of
Security
|
CUSIP
Numbers
|
Acceptance
Priority Level
|
Reference U.S.
Treasury Security
|
Reference
Yield
|
Fixed Spread
(basis points)
|
Total
Consideration (1)(2)
|
Principal Amount
Accepted
|
5.050% Senior Notes
due 2020
|
25470D AC3
|
1
|
1.375% U.S. Treasury
Notes due February 15, 2020
|
1.655%
|
70
|
$1,082.84
|
$511,087,000
|
5.625% Senior Notes
due 2019
|
25470D AA7
|
2
|
1.125% U.S. Treasury
Notes due February 28, 2019
|
1.372%
|
60
|
$1,085.78
|
$88,913,000
|
(1)
|
Per $1,000
principal amount of Notes that are tendered and
accepted for purchase.
|
(2)
|
The Total
Consideration includes the early tender
premium of $30 per $1,000
principal amount of Notes.
|
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and not validly withdrawn on or before the Early Tender Deadline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and not validly withdrawn on or before the Early Tender Deadline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and not validly withdrawn on or before the Early Tender Deadline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.
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company.
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 Early Tender Deadline is expected to be on
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).
Although the Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on March 27, 2017
(the "Expiration Date"), because holders of Notes subject to the
tender offer validly tendered and did not validly withdraw Notes on
or prior to the Early Tender Deadline for which the aggregate
principal amounts exceeded the Maximum Tender Amount, 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.
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
Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) provides
television programming through a portfolio of premium nonfiction,
sports and kids programming brands. Reaching 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, a 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, 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.
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SOURCE Discovery Communications, Inc.