8-KMaterial AgreementsFinancial EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (Jun 3, 2010)

Filed June 3, 2010For Securities:WBD

Summary

This Form 8-K filing from Discovery Communications, Inc. (which later became Warner Bros. Discovery, Inc.) on June 3, 2010, details a significant debt offering. Discovery Communications, LLC (DCL) successfully issued $3 billion in aggregate principal amount of senior notes across three tranches: $850 million of 3.700% Senior Notes due 2015, $1.3 billion of 5.050% Senior Notes due 2020, and $850 million of 6.350% Senior Notes due 2040. These unsecured notes are fully and unconditionally guaranteed by Discovery Communications, Inc. The offering was conducted through an underwritten public offering. The proceeds from this substantial debt issuance likely funded corporate activities, potential acquisitions, or refinancing existing debt. Investors should note the maturity dates and coupon rates for each tranche, as well as the company's option to redeem the notes early with a make-whole premium.

Key Highlights

  • 1Discovery Communications, Inc. (DCL) completed a public offering of $3 billion in senior notes.
  • 2The offering comprised three tranches: $850 million (3.700% due 2015), $1.3 billion (5.050% due 2020), and $850 million (6.350% due 2040).
  • 3The notes are unsecured and rank equally with other unsecured senior indebtedness of DCL.
  • 4Discovery Communications, Inc. provided a full and unconditional guarantee for these notes.
  • 5The issuance was executed under an underwriting agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities Inc.
  • 6DCL retains the option to redeem the notes early, subject to a make-whole premium.
  • 7The filing incorporates by reference the second supplemental indenture governing these notes.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the entry into a material definitive agreement concerning the completion of Discovery Communications, LLC's registered offering of $3 billion in aggregate principal amount of senior notes.

The notes were issued in three series: $850 million of 3.700% Senior Notes due June 1, 2015; $1.3 billion of 5.050% Senior Notes due June 1, 2020; and $850 million of 6.350% Senior Notes due June 1, 2040. Interest is payable semi-annually on June 1 and December 1.

No, the notes are unsecured. They rank equally in right of payment with all other unsecured senior indebtedness of Discovery Communications, LLC. However, Discovery Communications, Inc. fully and unconditionally guarantees these notes on an unsecured and unsubordinated basis.

Yes, Discovery Communications, LLC may, at its option, redeem some or all of the Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase.