Discovery Communications, Inc. (NASDAQ:DISCA) Files An 8-K Entry into a Material Definitive AgreementItem 2.03 Entry into a Material Definitive Agreement.
| • | in the event of a dividend declared and paid by Discovery in Common Stock of Discovery, par value $0.01 per share (the “Common Stock”), holders of the Series A-1 Preferred Stock will participate and receive shares in such distribution on an as-converted basis with holders of shares of Common Stock (whereas holders of Series A Preferred Stock do not participate and receive shares in such a distribution, but they benefit from an adjustment to the conversion ratio of Series A Preferred Stock); and |
| • | to the terms of the Series A-1 Certificate of Designation, Discovery has a right of first offer for a period of 7.5 years after the Exchange Closing to purchase shares of Series A-1 Preferred Stock held by ANPP and/or certain of its affiliates in the event such persons desire to sell 80% or more of their shares to a third party in a “Permitted Transfer” (as defined in the Series A-1 Certificate of Designation). |
| * | The schedules to the Agreement and Plan of Merger have been omitted from this filing to Item601(b)(2)of Regulation S-K. Registrant will furnish copies of such schedules to the Securities and Exchange Commission upon request by the Commission. |
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to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Discovery Communications, Inc. | ||
| July 31, 2017 | By: |
/s/ Gunnar Wiedenfels |
|
Gunnar Wiedenfels Chief Financial Officer |
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EXHIBITINDEX
|
ExhibitNumber |
DescriptionofExhibit |
| 2.1 | Agreement and Plan of Merger, dated as of July 30, 2017, among Discovery Communications, Inc., Skylight Merger Sub, Inc. and Scripps Networks Interactive, Inc.* |
| 3.1 | Form of Certificate of Designation of Series A-1 Convertible Participating Preferred Stock, par value $0.01 per share. |
| 3.2 | Form of Certificate of Designation of Series C-1 Convertible Participating Preferred Stock, par value $0.01 per share. |
| 4.1 | Amendment No. 2 to Rights Agreement, dated as of July 30, 2017, by and between Discovery Communications, Inc. and Computershare Trust Company, N.A., as rights agent. |
| 10.1 | Voting Agreement, dated as of July 30, 2017, by and among Scripps Networks Interactive, Inc., Discovery Communications, Inc. and John C. Malone. |
| 10.2 | Voting Agreement, dated as of July 30, 2017, by and among Scripps Networks Interactive, Inc., Discovery Communications, Inc. and Advance/Newhouse Programming Partnership. |
| 10.3 | Voting Agreement, dated as of July 30, 2017, by and between Discovery Communications, Inc. and the persons whose names are set forth on the pages thereto under the caption “Stockholders”. |
| 10.4 | Preferred Share Exchange Agreement, dated as of July30, 2017, by and between Discovery Communications, Inc. and Advance/Newhouse Programming Partnership. |
| 10.5 | Commitment Letter, dated as of July 30, 2017, by and between Discovery Communications, Inc., Discovery Communications, LLC, Goldman Sachs Bank USA and Goldman Sachs Lending Partners LLC. |
| 99.1 | Press Release, dated as of July31, 2017. |
| * | The schedules to the Agreement and Plan of Merger have been omitted from this filing Discovery Communications, Inc. ExhibitEX-2.1 2 d433093dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE,…To view the full exhibit click hereAbout Discovery Communications, Inc. (NASDAQ:DISCA) Discovery Communications, Inc., (Discovery) is a global media company. The Company provides content across multiple distribution platforms, including pay-television (pay-TV), free-to-air and broadcast television, Websites, digital distribution arrangements and content licensing agreements. Its segments are U.S. Networks, which consists principally of domestic television networks and Websites; International Networks, which consists primarily of international television networks and Websites; Education and Other, which consists principally of curriculum-based product and service offerings, and production studios, and Corporate and Inter-segment Eliminations. It distributes customized content in the United States, and over 220 other countries and territories in over 40 languages. The Company’s global portfolio of networks includes television brands, such as Discovery Channel, TLC, Animal Planet, Investigation Discovery, Science and Velocity (known as Turbo outside of the United States). |
