8-KMaterial AgreementsFinancial EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (Jun 21, 2011)

Filed June 21, 2011For Securities:WBD

Summary

This Form 8-K filing by Discovery Communications, Inc. (the "Registrant") on June 20, 2011, details a material definitive agreement related to a significant debt issuance. Discovery Communications, LLC ("DCL"), a subsidiary, successfully completed a registered offering of $650 million in aggregate principal amount of 4.375% Notes due 2021. This offering was conducted as an underwritten public offering, with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and Credit Suisse Securities (USA) LLC acting as representatives for the underwriters. The issuance of these notes represents a material financing event for the company, increasing its long-term debt. Investors should note the specific interest rate of 4.375%, the maturity date of June 15, 2021, and the semi-annual interest payment schedule. The notes are unsecured and rank equally with DCL's other senior unsecured indebtedness, with Discovery Communications, Inc. providing a full and unconditional guarantee. The terms of the notes are governed by an indenture, as supplemented by a third supplemental indenture filed with this report.

Key Highlights

  • 1Discovery Communications, LLC (DCL) issued $650 million of 4.375% Notes due 2021.
  • 2The offering was an underwritten public offering, indicating broad market participation.
  • 3Interest on the notes is 4.375% per annum, payable semi-annually.
  • 4The notes mature on June 15, 2021.
  • 5DCL has the option to redeem the notes early, subject to a make-whole premium.
  • 6The notes are unsecured and rank pari passu with other unsecured senior debt of DCL.
  • 7Discovery Communications, Inc. (the parent company) fully and unconditionally guarantees the notes.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report on the entry into a material definitive agreement, specifically the completion of a registered public offering of $650 million in 4.375% Notes due 2021 by Discovery Communications, LLC (DCL).

This issuance increases the company's long-term debt by $650 million. While it provides capital, it also adds to the company's leverage and future interest payment obligations. The parent company's guarantee means it is also directly responsible for this debt.

The notes have a principal amount of $650 million, an annual interest rate of 4.375%, mature on June 15, 2021, and pay interest semi-annually on June 15 and December 15. They are unsecured and guaranteed by Discovery Communications, Inc.

No, the notes are unsecured and rank equally with DCL's other unsecured senior indebtedness. This means that in the event of bankruptcy or liquidation, holders of these notes would have the same priority as other general unsecured creditors.