What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to provide investors with unaudited pro forma condensed combined financial statements that show how Discovery Communications, Inc. and Scripps Networks Interactive, Inc. might look financially after their pending merger. It also includes historical financial data for both companies to support these projections.

What kind of financial information is included?

The filing includes unaudited pro forma condensed combined financial statements for the six months ended June 30, 2017, and the year ended December 31, 2016. Additionally, it incorporates audited historical financial statements of Scripps Networks Interactive for fiscal years 2016, 2015, and 2014, and unaudited historical financial statements for the periods ending June 30, 2017, and June 30, 2016.

What are the risks associated with this merger according to the filing?

The filing explicitly warns that the pro forma financial statements contain forward-looking statements subject to numerous risks and uncertainties. These include the possibility of not obtaining required stockholder votes, failure to satisfy closing conditions, potential regulatory hurdles, diversion of management attention, and challenges in integrating the operations of both companies. Actual results could differ materially from the projections.

Where can I find more detailed information about the merger?

Investors are advised to read the proxy statement/prospectus when it becomes available, which will be filed on a Form S-4 registration statement with the SEC. Free copies of this document and other SEC filings from Discovery Communications and Scripps Networks Interactive can be obtained from their respective investor relations websites or directly from the companies.

WBD 8-K SEC Disclosure

Summary

This Current Report on Form 8-K from Discovery Communications, Inc. (as it was then known) on September 7, 2017, primarily serves to file unaudited pro forma condensed combined financial statements related to the previously announced merger with Scripps Networks Interactive, Inc. The report provides investors with a forward-looking view of the potential combined entity's financial position based on historical data. It emphasizes that these are pro forma statements and actual results may differ significantly due to various risks and uncertainties detailed in the cautionary language, including the successful completion of the merger and integration of operations. Investors should note that this filing is supplementary to the original merger announcement and contains crucial financial projections and historical data of both companies. The report also outlines the process for obtaining additional information, including the upcoming proxy statement/prospectus which will contain more detailed information regarding the merger, participant solicitations, and voting procedures. This filing underscores the progress towards the merger and provides the financial context for evaluating the potential combined company.

Key Highlights

1Filing of unaudited pro forma condensed combined financial statements for Discovery and Scripps Networks Interactive, reflecting the anticipated financial impact of their merger.
2The pro forma statements cover the six months ended June 30, 2017, and the year ended December 31, 2016.
3Includes audited historical financial statements for Scripps Networks Interactive for fiscal years 2016, 2015, and 2014.
4Includes unaudited historical financial statements for Scripps Networks Interactive for the periods ending June 30, 2017, and June 30, 2016.
5Provides cautionary language regarding forward-looking statements, highlighting numerous risks and uncertainties that could affect actual results post-merger.
6Information regarding potential participants in the solicitation of proxies for the merger is disclosed, referencing prior SEC filings of both companies.
7Details on where investors can find additional information, including the forthcoming proxy statement/prospectus on Form S-4 and company investor relations websites.

Warner Bros. Discovery, Inc. 8-K Report, Corporate Update (Sep 7, 2017)

Summary

Key Highlights

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