Document




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  02/06/2018
 
Discovery Communications, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34177
 

 
 
 
 
Delaware
 
35-2333914
(State or other jurisdiction of
 
(IRS Employer
incorporation)
 
Identification No.)
 
One Discovery Place
Silver Spring, Maryland 20910
(Address of principal executive offices, including zip code)
 
240-662-2000
(Registrant's telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
Emerging growth company ☐
_
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐









Item 8.01 Other Events.
On February 6, 2018, Discovery Communications, Inc. (the “Company”) issued a press release announcing that the European Commission has cleared the Company’s proposed acquisition of Scripps Networks Interactive.


Item 9.01 Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Description
99.1















SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
 
 
 
 
 
 
 
 
 
 
 
Discovery Communications, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: February 6, 2018
 
By:
 
/s/ Bruce Campbell
 
 
 
 
 
 
Bruce Campbell
 
 
 
 
 
 
Chief Development, Distribution & Legal Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 






EXHIBIT INDEX
Exhibit No.
Description
99.1



Exhibit

FOR IMMEDIATE RELEASE
February 6, 2018
 
DISCOVERY COMMUNICATIONS RECEIVES EUROPEAN COMMISSION CLEARANCE TO ACQUIRE SCRIPPS NETWORKS INTERACTIVE

SILVER SPRING, Maryland, February 6, 2018 – Discovery Communications, Inc. (Nasdaq: DISCA, DISCB, DISCK) (“Discovery”) announced today that the European Commission (EC) has cleared Discovery’s proposed acquisition of Scripps Networks Interactive, subject to conditions.

This regulatory milestone is an important step towards closing the transaction. The EC's approval is conditional on Discovery’s commitment to offer third party distributors the right, on a non-exclusive and unbundled basis, to distribute TVN24 and/or TVN24 BiS in Poland.

“We are pleased with the positive decision of the European Commission,” said David Zaslav, President and Chief Executive Officer, Discovery. “We believe that joining the Discovery and Scripps Networks’ family of brands and assets will allow us to better serve our passionate fans with more content on more platforms worldwide, while at the same time optimizing our business for greater efficiency.”

Discovery announced in July 2017 that it had reached a definitive agreement to acquire Scripps Networks in a cash-and-stock transaction. The combination of the companies is expected to extend Scripps Networks’ content to international audiences, increase opportunities for advertisers and digital distribution partners, and unlock significant cost synergies.

The closing of the proposed transaction is subject to obtaining additional antitrust clearances and satisfying other customary closing conditions. The transaction is expected to close later in 1Q 2018.

Until legal close, the companies will continue to operate as separate and independent entities.

About Discovery Communications:
Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) satisfies curiosity and captivates superfans around the globe with a portfolio of premium nonfiction, lifestyle, sports and kids content brands including Discovery Channel, TLC, Investigation Discovery, Animal Planet, Science and Turbo/Velocity, as well as OWN: Oprah Winfrey Network in the U.S., Discovery Kids in Latin America, and Eurosport, the leading provider of locally relevant, premium sports and Home of the Olympic Games across Europe. Available in more than 220 countries and territories, Discovery's programming reaches 3 billion cumulative viewers, who together consume 54 billion hours of Discovery content each year. Discovery’s offering extends beyond traditional TV to all screens, including TV Everywhere products such as the GO portfolio and Discovery Kids Play; over-the-top streaming services such as Eurosport Player; digital-first and social video from Group Nine Media; and virtual reality storytelling through Discovery VR. For more information, please visit www.discoverycommunications.com.  

CONTACTS:
Media
Catherine Frymark
Catherine_Frymark@discovery.com
+1-240-662-2934

Investor Relations
Andrew Slabin
Andrew_Slabin@discovery.com
+1-212-548-5544

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