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DISCA > SEC Filings for DISCA > Form 8-K on 19-Mar-2013All Recent SEC Filings

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

Form 8-K for DISCOVERY COMMUNICATIONS, INC.


19-Mar-2013

Entry into a Material Definitive Agreement, Creation of a Direct F


Item 1.01 Entry into a Material Definitive Agreement.

On March 19, 2013, Discovery Communications, LLC ("DCL") completed its registered offering of $350 million aggregate principal amount of its 3.250% Notes due 2023 (the "2023 Notes") and $850 million aggregate principal amount of its 4.875% Notes due 2043 (the "2043 Notes" and together with the 2023 Notes, the "Notes"). The Notes were sold in an underwritten public offering pursuant to an underwriting agreement, dated as of March 12, 2013, among DCL, Discovery Communications, Inc. ("Discovery") and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as the representatives of the several underwriters named therein.

The 2023 Notes bear interest at a rate of 3.250% per year and will mature on April 1, 2023. The 2043 Notes bear interest at a rate of 4.875% per year and will mature on April 1, 2043. Interest on the 2023 Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2013. Interest on the 2043 Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2013.

DCL may, at its option, redeem some or all of the Notes at any time by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes are unsecured and rank equally in right of payment with all of DCL's other unsecured senior indebtedness. The Notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Discovery.

The Notes were issued pursuant to an indenture, dated as of August 19, 2009, as supplemented by a fifth supplemental indenture, dated as of March 19, 2013, among DCL, Discovery and U.S. Bank National Association, as trustee. The indenture and the fifth supplemental indenture contain certain covenants, events of default and other customary provisions.

The foregoing descriptions of the Notes, the indenture and the fifth supplemental indenture are summaries only and are qualified in their entirety by reference to the full text of such documents. The indenture, which was filed as Exhibit 4.1 to Discovery's Current Report on Form 8-K on August 19, 2009 and the fifth supplemental indenture, which is attached hereto as Exhibit 4.1, are incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1 Fifth Supplemental Indenture, dated as of March 19, 2013, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee.


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