8-KOther EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (Mar 3, 2014)

Filed March 3, 2014For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (WBD), in a filing dated March 3, 2014, reported on the underwriting agreement for the issuance and sale of €300 million aggregate principal amount of 2.375% Senior Notes due 2022 by its subsidiary, Discovery Communications, LLC (DCL). The offering, expected to close on March 7, 2014, is priced at 99.354% of its principal amount, with net proceeds estimated at approximately €295.8 million after deducting fees and expenses. These proceeds are earmarked primarily to fund the cash consideration for the previously announced acquisition of a controlling interest in Eurosport International, along with associated costs. The remaining funds will be used for general corporate purposes, including other potential acquisitions, debt repayment, working capital, capital expenditures, and stock repurchases by the parent company. The Notes will be guaranteed by Discovery Communications, Inc. and have been applied for listing on the Irish Stock Exchange.

Key Highlights

  • 1Discovery Communications, LLC is issuing €300 million in 2.375% Senior Notes due 2022.
  • 2The Notes are expected to be sold at 99.354% of their principal amount, yielding net proceeds of approximately €295.8 million.
  • 3The primary use of proceeds is to finance the acquisition of a controlling interest in Eurosport International.
  • 4The offering is expected to close on March 7, 2014, subject to customary conditions.
  • 5Discovery Communications, Inc. will fully guarantee the Notes.
  • 6Application has been made to list the Notes on the Irish Stock Exchange.
  • 7The issuance is part of DCL's broader financing strategy, which may include other acquisitions, debt management, and capital returns to shareholders.

Frequently Asked Questions

This 8-K filing announces that Discovery Communications, LLC (DCL), a subsidiary of Discovery Communications, Inc., has entered into an underwriting agreement to issue and sell €300 million of Senior Notes due 2022. It details the terms of the offering and the intended use of the proceeds.

The net proceeds are intended to fund the cash component of the acquisition of a controlling interest in Eurosport International, as well as related expenses. Additional funds may be used for general corporate purposes, including other acquisitions, debt reduction, working capital, capital expenditures, and stock repurchases.

The offering of the Senior Notes is expected to close on March 7, 2014, provided that customary closing conditions are met.

The guarantee from Discovery Communications, Inc. signifies that the parent company is fully and unconditionally backing the debt obligations of its subsidiary, DCL, related to these Senior Notes. This provides investors with additional security.