Discovery Communications, Inc. (NASDAQ:DISCA) Files An 8-K Other Events
Item8.01 Other Events.
On February28, 2017, Discovery Communications, LLC (DCL) and
Discovery Communications, Inc. (the Guarantor) entered into an
underwriting agreement (the Underwriting Agreement) with Barclays
Capital Inc., Citigroup Global Markets Inc., J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated,
and RBC Capital Markets, LLC, for the issuance and sale by DCL of
$450million aggregate principal amount of a new series of 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) in a public offering to
a registration statement on Form S-3 (File No.333-205774) and a related
preliminary prospectus supplement and final prospectus supplement
filed with the Securities and Exchange Commission. The offering
of the Notes is expected to close on March 13, 2017, subject to
customary closing conditions.
The 2024 Notes
were priced at 99.811% of their principal amount, and the 2026
Notes were priced at 105.038% of their principal amount.
DCL expects the
net proceeds from the offering to be approximately $654.1 million
after deducting the underwriting discount and estimated expenses
related to the offering.
DCL intends to use
the net proceeds from the offering to fund a concurrent tender
offer for up to $600million aggregate principal amount of DCLs
5.050% Senior Notes due 2020 and 5.625% Senior Notes due 2019
based on prices to be determined and to pay interest, premiums,
fees and expenses in connection with that tender offer. DCL
intends to use any remaining proceeds for general corporate
purposes. The Notes are to be issued to an indenture, dated as of
August19, 2009, a ninth supplemental indenture, dated as of
March11, 2016, and a tenth supplemental indenture (collectively,
the Indenture) to be entered into among DCL, the Guarantor and
U.S. Bank National Association, as trustee. DCLs obligations
under the Notes and the Indenture will be fully and
unconditionally guaranteed on an unsecured and unsubordinated
basis by the Guarantor.
The above
description of the Underwriting Agreement is qualified in its
entirety by reference to the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 |
Underwriting Agreement, dated February28, 2017, among Discovery Communications, LLC, Discovery Communications, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated, and RBC Capital Markets, LLC. |
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 -0.24 at 28.52 with 2,360,166 shares trading hands.
