Discovery Communications, LLC £400,000,000 2.500% Senior Notes due 2024 Fully and Unconditionally Guaranteed by Discovery Communications, Inc. Underwriting AgreementUnderwriting Agreement • September 11th, 2017 • Discovery Communications, Inc. • Cable & other pay television services • New York
The Securities are being issued and sold in connection with the proposed acquisition (the “Acquisition”) of Scripps Network Interactive, Inc. an Ohio corporation (“Scripps” which, together with its consolidated subsidiaries, shall be referred to herein as the “Scripps Entities”) by the Guarantor pursuant to a merger agreement, dated as of July 30, 2017 (the “Merger Agreement”), by and among the Guarantor, Skylight Merger Sub. Inc., an Ohio corporation and direct wholly-owned subsidiary of the Guarantor (“Merger Sub”), and Scripps. Subject to the terms of the Indenture, each of the Securities will be redeemed (the “Special Mandatory Redemption”) at a price equal to 101% of the aggregate principal amount of such Securities, plus accrued and unpaid interest on such Securities from the Applicable Time to, but excluding, the date of the Special Mandatory Redemption, in the event that (i) the Effective Time (as defined in the Merger Agreement) has not occurred on or prior to 11:59 p.m., New
