8-KMaterial AgreementsFinancial EventsExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Material Agreement (Mar 19, 2015)

Filed March 19, 2015For Securities:WBD

Summary

This 8-K filing from Discovery Communications, Inc. (which was a predecessor to Warner Bros. Discovery, Inc.) on March 19, 2015, primarily details the company's completion of a registered offering of €600 million in 1.90% Senior Notes due 2027. These notes are unsecured and rank equally with other unsecured senior indebtedness of Discovery Communications, LLC (DCL), with Discovery Communications, Inc. providing a full and unconditional guarantee. The proceeds from this offering are intended to bolster the company's financial flexibility and support its ongoing operations and strategic initiatives. Investors should note the specific terms of the Notes, including their maturity date, interest rate, and redemption provisions, which allow for early redemption under certain conditions, including a make-whole premium or at par after a specified date. The issuance of these notes represents a significant financing event, impacting the company's capital structure and debt obligations. The filing also includes relevant legal opinions and supplementary indenture documents.

Key Highlights

  • 1Discovery Communications, LLC (DCL) completed a public offering of €600 million aggregate principal amount of 1.90% Senior Notes due 2027.
  • 2The Notes mature on March 19, 2027, and bear an annual interest rate of 1.90%.
  • 3Interest payments are scheduled annually on March 19, commencing March 19, 2016.
  • 4DCL has the option to redeem the Notes prior to December 19, 2026, by paying a make-whole premium.
  • 5After December 19, 2026, DCL can redeem the Notes at 100% of the principal amount, plus accrued interest.
  • 6The Notes are unsecured and rank equally with DCL's other unsecured senior indebtedness.
  • 7Discovery Communications, Inc. fully and unconditionally guarantees the Notes on an unsecured and unsubordinated basis.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the material definitive agreement related to Discovery Communications, LLC's (DCL) completion of a registered offering of €600 million in 1.90% Senior Notes due 2027. It also fulfills the requirement to disclose the creation of a direct financial obligation.

The Senior Notes have an aggregate principal amount of €600 million, mature on March 19, 2027, and carry a fixed interest rate of 1.90% per annum, payable annually on March 19. Discovery Communications, Inc. provides an unconditional guarantee for these notes.

Yes, DCL has the option to redeem the Notes. Prior to December 19, 2026, redemption can occur at a 'make-whole' premium. On or after December 19, 2026, DCL can redeem the Notes at par value (100% of the principal amount) plus accrued interest. There are also provisions for redemption in the event of certain U.S. taxation developments.

The Senior Notes are unsecured and rank equally in right of payment with all of DCL's other unsecured senior indebtedness. The guarantee from Discovery Communications, Inc. is also unsecured and unsubordinated.