Item 8.01 Other Events.
Notes Offering
On May 7, 2020, Discovery, Inc. (the "Company") issued a press release
announcing that its wholly-owned subsidiary, Discovery Communications, LLC
("DCL"), had commenced an underwritten public offering of senior notes (the
"Notes Offering"). The senior notes will be issued by DCL and guaranteed by the
Company and its wholly owned subsidiary, Scripps Networks Interactive, Inc.
("SNI"), on an unsecured and unsubordinated basis.
A copy of the Company's press release announcing the Notes Offering is attached
to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference. The information contained in Item 8.01 of this Current Report on Form
8-K and the press release attached hereto as Exhibit 99.1 are for information
purposes only and do not constitute an offer to sell the senior notes.
Tender Offer
Additionally, on May 7, 2020, the Company issued a press release announcing that
it had commenced (i) cash tender offers (the "Any and All Offer") by DCL for any
and all of its 4.375% Senior Notes due 2021, its 3.300% Senior Notes due 2022
and its 3.500% Senior Notes due 2022 (collectively, the "Any and All Notes") and
(ii) cash tender offers (collectively, the "Waterfall Offer") by DCL and SNI
(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 3.500% Senior Notes due 2022 issued by SNI, the 3.250% Senior Notes due 2023
issued by DCL, the 2.950% Senior Notes due 2023 issued by DCL, the 3.800% Senior
Notes due 2024 issued by DCL, the 3.900% Senior Notes due 2024 issued by SNI and
the 3.900% Senior Notes due 2024 issued by DCL (collectively, the "Waterfall
Notes"). The Any and All Offer and the Waterfall Offer are referred to herein
collectively as the "Tender Offers" and the Any and All Notes and the Waterfall
Notes are referred to herein collectively as the "Notes." The complete terms and
conditions of the Tender Offers are set forth in an offer to purchase and notice
of guaranteed delivery (collectively, the "Tender Offer Documents") that will be
sent to registered holders of the Notes and be posted online at
www.dfking.com/discovery. 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 Time"). 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 Time").
The applicable consideration for each $1,000 principal amount of Any and All
Notes validly tendered and not validly withdrawn and accepted for purchase
pursuant to the Tender Offers will be determined in the manner described in the
Tender Offer Documents by reference to the applicable fixed spread for such
Notes plus the applicable yield based on the bid-side price of the applicable
U.S. Treasury Reference Security at 2:00 p.m., New York City time, on May 13,
2020, unless extended. Holders of Any and All Notes will also receive accrued
and unpaid interest on the Any and All Notes validly tendered and accepted for
purchase from the applicable last interest payment date up to, but not
including, the date the Company makes payment for such Any and All
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Notes, which date is anticipated to be May 18, 2020 (the "Any and All Settlement
Date"). Any and All Notes tendered by notice of guaranteed delivery and accepted
for purchase will be purchased on the Any and All Settlement Date.
The applicable consideration for each $1,000 principal amount of Waterfall Notes
validly tendered and not validly withdrawn and accepted for purchase pursuant to
the Tender Offers will be determined in the manner described in the Tender Offer
Documents by reference to the applicable fixed spread for such Notes plus the
applicable yield based on the bid-side price of the applicable U.S. Treasury
Reference Security at 10:00 a.m., New York City time, on May 21, 2020, unless
extended. 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 also receive
early tender premium of $50.00 per $1,000 principal amount of the Waterfall
Notes accepted for purchase. Holders of Waterfall Notes will also receive
accrued and unpaid interest on the Waterfall Notes validly tendered and accepted
for purchase from the applicable last interest payment date up to, but not
including, the date the Company makes payment for such Notes, which date is
anticipated to be to be (i) May 22, 2020 (the "Waterfall Early Settlement
Date"), for Waterfall Notes that are validly tendered on or prior to the
Waterfall Early Tender Deadline, or (ii) June 8, 2022 for Waterfall Notes that
are tendered following the Waterfall Early Tender Deadline but on or prior to
the Waterfall Expiration Date, assuming the Maximum Waterfall Tender Amount is
not purchased on the Waterfall Early Settlement Date.
The Tender Offers are conditioned (i) on DCL's having obtained aggregate net
proceeds from the Notes Offering, in an amount not less than the amount
sufficient, upon the terms and subject to the conditions of the Tender Offers,
to purchase all of the Notes validly tendered and accepted for purchase in the
Tender Offers and to pay accrued interest thereon and fees and expenses
associated therewith, and (ii) on the other general conditions described in the
Tender Offer Documents.
A copy of the Company's press release announcing the Tender Offers is attached
to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by
reference. The information contained in Item 8.01 of this Current Report on Form
8-K and the press release attached hereto as Exhibit 99.2 are for information
purposes only and do not constitute an offer to purchase the Notes.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Discovery, Inc., dated May 7, 2020.
99.2 Press release of Discovery, Inc., dated May 7, 2020.
101 Inline XBRL Instance Document - the instance document does not appear in
the Interactive Date File because its XBRL tags are embedded within the
Inline XBRL document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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