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Discovery Announces Expiration Date Results of its Cash Tender Offers for Five Series of Notes Open to Retail Holders Only
Discovery also announced today the expiration date results of its transaction to exchange such five series of notes pursuant to private exchange offers (each, an "Exchange Offer" and collectively, the "Exchange Offers"), which were open only to Ineligible Holders (as defined below).
The Cash Offers expired at
Title of Series of Notes to be |
CUSIP Number |
Principal Amount |
Acceptance |
Principal |
Principal |
Principal Amount |
5.000% Senior Notes due 2037 ("2037 Notes") |
25470D AS8 US25470DAS80 |
|
1 |
|
|
|
6.350% Senior Notes due 2040 ("2040 Notes") |
25470DAD1 US25470DAD12 |
|
2 |
|
|
|
5.200% Senior Notes due 2047 ("2047 Notes") |
25470D AT6 US25470DAT63 |
|
3 |
|
|
|
4.950% Senior Notes due 2042 ("2042 Notes") |
25470D AG4 US25470DAG43 |
|
4 |
|
|
|
4.875% Senior Notes due 2043 ("2043 Notes") |
25470D AJ8 US25470DAJ81 |
|
5 |
|
|
|
(1) Reflects the aggregate principal amount of each series of Notes that have been tendered and not validly withdrawn as of the Cash Offer Expiration Date, based on information provided by the tender agent to the Offerors as of the Cash Offer Expiration Date and subject to the final validation of tenders.
(2) Reflects Notes tendered pursuant to the Guaranteed Delivery Procedures that are required to be duly delivered at or prior to the Guaranteed Delivery Date. The Offerors will not subsequently adjust the acceptance for purchase of Notes in accordance with the Acceptance Priority Levels if any such Notes are not so delivered.
The conditions to each Cash Offer, as described in the Offer to Purchase, have been satisfied, except for the 2047 Notes. Accordingly, in accordance with the terms of the Cash Offers, the Offerors expect to accept for purchase on the Cash Offer Settlement Date each series of Notes that were validly tendered and not validly withdrawn, other than the 2047 Notes. Because the conditions to the Exchange Offer for the 2047 Notes were not satisfied, the Offerors terminated the Exchange Offer for the 2047 Notes, and as a result the conditions to the Cash Offer for the 2047 Notes were not satisfied, and the Offerors terminated the Cash Offer for the 2047 Notes.
Upon the terms and subject to the conditions set forth in the Cash Offer Documents, Eligible Holders (as defined below) who (i) validly tendered and who did not validly withdraw Notes at or prior to the Cash Offer Expiration Date or (ii) delivered a properly completed and duly executed notice of guaranteed delivery and all other required documents at or prior to the Cash Offer Expiration Date and tender their Notes at or prior to
The actual aggregate Tender Consideration that will be paid on the Cash Offer Settlement Date is subject to change based on deliveries under the Guaranteed Delivery Procedures and final validation of tenders.
Only holders of Notes who are not (i) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and who are not (ii) non-
The Offerors refer to holders of Notes who are not Eligible Holders as "Ineligible Holders."
Only Eligible Holders who have delivered a certification to
The information agent and tender agent is
The Cash Offer Documents can be accessed at the following link: www.dfking.com/discovery.
This press release is not an offer to sell or a solicitation to buy any of the securities described herein. The Cash Offers were made solely by the Cash Offer Documents and only to such persons and in such jurisdictions as is permitted under applicable law.
About Discovery
Discovery is a global leader in real life entertainment, serving a passionate audience of superfans around the world with content that inspires, informs and entertains. Discovery delivers over 8,000 hours of original programming each year and has category leadership across deeply loved content genres around the world. Available in 220 countries and territories and in nearly 50 languages, Discovery is a platform innovator, reaching viewers on all screens, including TV Everywhere products such as the GO portfolio of apps; direct-to-consumer streaming services such as Eurosport Player,
Cautionary Statement Concerning Forward-looking Statements
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 Discovery as of the date hereof. Discovery'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 Cash Offers, the satisfaction of conditions to the Cash Offers, whether the Cash Offers will be consummated in accordance with the terms set forth in the Offer to Purchase or at all and the timing of any of the foregoing, as well as the risk factors disclosed in its Annual Report on Form 10-K filed with the
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SOURCE
Investor Contacts: Andrew Slabin, andrew_slabin@discovery.com, 212-548-5544; or Peter Lee, peter_lee@discovery.com, 212-548-5907; or Media Contact: Nathaniel Brown, nathaniel_brown@discovery.com, 212-548-5959