Summary
Discovery Communications, Inc. filed an 8-K on December 11, 2008, reporting an amendment to its Rights Agreement, effective December 10, 2008. The key change allows a 'Passive Investor' to acquire up to 20% of the Company's outstanding common stock without triggering the Rights Agreement. A Passive Investor is defined by specific criteria, including filing a Schedule 13G and acquiring shares in the ordinary course of business without intent to influence control. This amendment is significant for investors as it raises the threshold for triggering the company's poison pill defense, potentially making the company more accessible to larger passive stakeholders. The company's Board of Directors retains discretion in determining whether an investor qualifies as 'Passive' and can request a reduction in ownership if an investor is deemed to be acting with the intent to influence control.
Key Highlights
- 1Discovery Communications, Inc. amended its Rights Agreement on December 10, 2008.
- 2The amendment allows a 'Passive Investor' to hold up to 20% of the company's common stock.
- 3A 'Passive Investor' is defined by specific criteria, including filing a Schedule 13G and not intending to influence control.
- 4The Board of Directors has the discretion to determine 'Passive Investor' status.
- 5The Board can request ownership reduction if an investor ceases to be 'Passive' or is deemed to be influencing control.
- 6This filing incorporates the details of the amendment into the company's public record.