8-KOther EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (Mar 13, 2015)

Filed March 13, 2015For Securities:WBD

Summary

Discovery Communications, Inc. (now Warner Bros. Discovery, Inc.) filed an 8-K on March 12, 2015, to report on a significant debt issuance. The company, through its subsidiary Discovery Communications, LLC (DCL), entered into an underwriting agreement to issue €600 million in 1.90% Senior Notes due 2027. This offering was conducted under a previously filed registration statement and is expected to close on March 19, 2015. The net proceeds of approximately €594.2 million are earmarked for specific purposes, primarily to repay a portion of the company's 3.700% Senior Notes due June 2015. The remaining funds will be utilized for general corporate purposes, including potential acquisitions, other debt refinancing, working capital, capital expenditures, and stock repurchases. The notes are guaranteed by the parent company, Discovery Communications, Inc., and an application has been made for their listing on the Irish Stock Exchange.

Key Highlights

  • 1Discovery Communications, Inc. (DCL) issued €600 million in 1.90% Senior Notes due 2027.
  • 2The offering was conducted through an underwriting agreement with a syndicate of major financial institutions.
  • 3Net proceeds are estimated at approximately €594.2 million.
  • 4Primary use of proceeds is to repay maturing 3.700% Senior Notes due June 2015.
  • 5Funds will also support general corporate purposes, including acquisitions and debt refinancing.
  • 6The notes are fully and unconditionally guaranteed by the parent company, Discovery Communications, Inc.
  • 7Application has been made to list the notes on the Irish Stock Exchange.

Frequently Asked Questions

The primary reason for issuing the new 1.90% Senior Notes due 2027 is to repay a portion of the company's 3.700% Senior Notes that are maturing in June 2015. This is a debt refinancing strategy to manage upcoming maturities and potentially lower interest expenses.

Besides repaying the maturing notes, the net proceeds are intended for general corporate purposes. This includes potential acquisitions of companies or businesses, refinancing of other existing debt, managing working capital needs, funding capital expenditures, and for the repurchase of the Guarantor's (Discovery Communications, Inc.) capital stock.

The guarantee from the parent company, Discovery Communications, Inc. (the Guarantor), means that the obligations under the Notes and the Indenture are fully and unconditionally guaranteed by the parent. This enhances the creditworthiness and security of the Notes for investors.

An application has been made to list the Notes on the Irish Stock Exchange, specifically for admission to the Official List and trading on the Global Exchange Market, which is a regulated market of the Irish Stock Exchange.