Discovery Communications, Inc. (NASDAQ:DISCA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On March13, 2017, Discovery Communications, LLC (DCL) completed
its registered offering of $450 million aggregate principal
amount of its 3.800% Senior Notes due 2024 (the 2024 Notes) and
$200million aggregate principal amount of additional senior notes
to a reopening of its existing 4.900% Senior Notes due 2026 (the
2026 Notes and, together with the 2024 Notes, the Notes). The
offering of the Notes was made to DCLs shelf registration
statement on Form S-3 (File No.333-205774) filed with the
Securities and Exchange Commission on July21, 2015.
The Notes were sold in an underwritten public offering to an
underwriting agreement, dated as of February28, 2017, among DCL,
Discovery Communications, Inc. (Discovery) and Barclays Capital
Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated, and RBC Capital
Markets, LLC, as the representatives of the several underwriters
named therein.
The 2024 Notes bear interest at a rate of 3.800%per year and will
mature on March13, 2024. The 2026 Notes bear interest at a rate
of 4.900%per year and will mature on March11, 2026. Interest on
the 2024 Notes is payable on March13 and September13 of each
year, beginning on September13, 2017. Interest on the 2026 Notes
is payable on March11 and September11 of each year, beginning on
September11, 2017.
Prior to January13, 2024, DCL may, at its option, redeem some or
all of the 2024 Notes at any time and from time to time by paying
a make-whole premium, plus accrued and unpaid interest, if any,
to the date of redemption. On and after January13, 2024, DCL may
redeem the 2024 Notes at its option, in whole at any time or in
part from time to time, at a redemption price equal to 50% of the
principal amount of the 2024 Notes to be redeemed, plus accrued
and unpaid interest on the principal amount being redeemed to the
date of redemption. Prior to December11, 2025, DCL may, at its
option, redeem some or all of the 2026 Notes at any time and from
time to time by paying a make-whole premium, plus accrued and
unpaid interest, if any, to the date of redemption. On and after
December11, 2025, DCL may redeem the 2026 Notes at its option, in
whole at any time or in part from time to time, at a redemption
price equal to 50% of the principal amount of the 2026 Notes to
be redeemed, plus accrued and unpaid interest on the principal
amount being redeemed to the date of redemption.
The Notes are unsecured and rank equally in right of payment with
all of DCLs other unsecured senior indebtedness. The Notes are
fully and unconditionally guaranteed on an unsecured and
unsubordinated basis by Discovery.
The Notes were issued to an indenture, dated as of August19,
2009, among DCL, Discovery and U.S. Bank National Association, as
trustee, as supplemented by a ninth supplemental indenture, dated
as of March11, 2016, with respect to the 2026 Notes and a tenth
supplemental indenture, dated as of March13, 2017, with respect
to the 2024 Notes. The indenture, the ninth supplemental
indenture and the tenth supplemental indenture contain certain
covenants, events of default and other customary provisions.
The foregoing descriptions of the Notes, the indenture, the ninth
supplemental indenture and the tenth supplemental indenture are
summaries only and are qualified in their entirety by reference
to the full text of such documents. The indenture, which was
filed as Exhibit 4.1 to Discoverys Current Report on Form 8-K on
August19, 2009, the ninth supplemental indenture, which was filed
as Exhibit 4.1 to Discoverys Current Report on Form 8-K on
March11, 2016, and the tenth supplemental indenture, which is
filed hereto as Exhibit 4.1, are incorporated herein by
reference.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to DCL, has
issued an opinion to DCL, dated March13, 2017, regarding the
legality of the Notes and the Guarantee upon issuance thereof. A
copy of the opinion as to legality is filed as Exhibit 5.1
hereto.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 |
Tenth Supplemental Indenture, dated as of March13, 2017, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee. |
| 5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
| 23.1 |
Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit 5.1) |
About 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). Discovery Communications, Inc. (NASDAQ:DISCA) Recent Trading Information
Discovery Communications, Inc. (NASDAQ:DISCA) closed its last trading session down -0.19 at 27.50 with 1,807,772 shares trading hands.
