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DISCA > SEC Filings for DISCA > Form 8-K on 13-Mar-2013All Recent SEC Filings

Show all filings for DISCOVERY COMMUNICATIONS, INC. | Request a Trial to NEW EDGAR Online Pro



Other Events, Financial Statements and Exhibits

Item 8.01 Other Events.

On March 12, 2013, Discovery Communications, LLC ("DCL") and Discovery Communications, Inc. (the "Guarantor") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters named in the Underwriting Agreement, for the issuance and sale by DCL of $350,000,000 aggregate principal amount of its 3.250% Senior Notes due 2023 (the "2023 Notes") and $850,000,000 aggregate principal amount of its 4.875% Senior Notes due 2043 (the "2043 Notes" and together with the 2023 Notes, the "Notes"), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-182194) and a related preliminary prospectus supplement and final prospectus supplement filed with the Securities and Exchange Commission. The offering of the Notes is expected to close on March 19, 2013, subject to customary closing conditions.

The 2023 Notes were priced at 99.838% of their principal amount. The 2043 Notes were priced at 99.888% of their principal amount.

DCL expects the net proceeds from the offering to be approximately $1.19 billion after deducting the underwriting discount and estimated expenses related to the offering.

DCL intends to use the net proceeds for general corporate purposes, including the acquisition of companies or businesses, repayment and refinancing of debt, working capital, capital expenditures and the repurchase by the Guarantor of its capital stock.

The Notes are to be issued pursuant to an indenture, dated as of August 19, 2009, and a supplemental indenture (collectively, the "Indenture") to be entered into among DCL, the Guarantor and U.S. Bank National Association, as trustee. DCL's obligations under the Notes and the Indenture will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Guarantor (the "Guarantee").

The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to DCL, has issued an opinion to DCL, dated March 13, 2013, regarding the legality of the Notes and the Guarantee upon issuance thereof. A copy of the opinion as to legality is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 1.1    Underwriting Agreement, dated March 12, 2013, among Discovery
        Communications, LLC, Discovery Communications, Inc. and J.P. Morgan
        Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
        Credit Suisse Securities (USA) LLC, as representatives of the several

 5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (contained in Exhibit
        5.1 above)

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