Obligation DiscoveryCorp 3.625% ( US25470DBJ72 ) en USD

DiscoveryCorp

87.97 % ▼

Etas-Unis

US25470DBJ72 ( en USD )

3.625% par an ( paiement semestriel )

14/05/2030

Prospectus brochure de l'obligation Discovery Communications US25470DBJ72 en USD 3.625%, échéance 14/05/2030

2 000 USD

1 000 000 000 USD

25470DBJ7

BB ( Spéculatif )

Ba3 ( Spéculatif )

15/05/2026 ( Dans 152 jours )

Discovery Communications était une société américaine de médias qui possédait et exploitait une vaste gamme de chaînes de télévision câblées, de services numériques et de studios de production, axée sur la programmation non-fictionnelle.

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DBJ72, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2030

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DBJ72, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par DiscoveryCorp ( Etas-Unis ) , en USD, avec le code ISIN US25470DBJ72, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d792936d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-231160-01
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Title of Each Class of
Amount to be
Offering
Aggregate
Amount of
Securities Offered

Registered

Price Per Unit

Offering Price

Registration Fee(1)
3.625% Senior Notes due 2030

$1,000,000,000

100.000%

$1,000,000,000

$129,800
Guarantees of 3.625% Senior Notes due 2030

--

--

--

-- (2)
4.650% Senior Notes due 2050

$1,000,000,000

99.872%

$998,720,000

$129,634
Guarantees of 4.650% Senior Notes due 2050

--

--

--

-- (2)

(1)
The filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.

Table of Contents

Prospectus supplement
(to prospectus dated May 1, 2019)
$2,000,000,000

Discovery Communications, LLC
3.625% Senior Notes due 2030
4.650% Senior Notes due 2050
Unconditionally Guaranteed by
Discovery, Inc.

We are offering $1,000,000,000 aggregate principal amount of 3.625% Senior Notes due 2030 (the "2030 notes") and $1,000,000,000 aggregate principal amount of 4.650% Senior
Notes due 2050 (the "2050 notes" and together with the 2030 notes, the "senior notes"). The 2030 notes will bear interest at the rate of 3.625% per year. The 2030 notes will
mature on May 15, 2030. The 2050 notes will bear interest at the rate of 4.650% per year. The 2050 notes will mature on May 15, 2050. Interest on the senior notes is payable on
May 15 and November 15 of each year, beginning on November 15, 2020.
We may redeem either series of senior notes in whole or in part at any time prior to their maturity at the redemption prices described in this prospectus supplement. If a Change of
Control Triggering Event (as defined herein) occurs, we must offer to repurchase the senior notes at a redemption price equal to 101% of the principal amount, plus accrued and
unpaid interest, if any, to the date of repurchase.
The senior notes will be unsecured and will rank equally with all our other unsecured senior indebtedness. The senior notes will be fully and unconditionally guaranteed on an
unsecured and unsubordinated basis by Discovery, Inc., our indirect parent company, by Scripps Networks Interactive, Inc., a subsidiary of Discovery, Inc., that guarantees our
obligations under our revolving credit facility (as defined herein) and by all of Discovery, Inc.'s future domestic subsidiaries that guarantee our obligations under our revolving
credit facility. Each guarantee will rank equally with all other unsecured senior indebtedness of Discovery, Inc., Scripps Networks Interactive, Inc. and any other subsidiary
guarantor, as applicable. The senior notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Investing in the senior notes involves risks. See "Risk factors" beginning on page S-11 of this prospectus supplement and the risks discussed in the
documents we file with the U.S. Securities and Exchange Commission and that are incorporated by reference herein.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
Price to
Underwriting
Proceeds, before

public(1)

discounts

expenses

Per 2030 note

100.000%

0.650%

99.350%
Total

$1,000,000,000
$
6,500,000
$
993,500,000
Per 2050 note

99.872%

0.875%

98.997%
Total

$ 998,720,000
$
8,750,000
$
989,970,000

Total

$1,998,720,000
$ 15,250,000
$ 1,983,470,000

(1)
Plus accrued interest, if any, from the date of original issuance.
The senior notes will not be listed on any securities exchange.
The underwriters expect to deliver the senior notes on or about May 18, 2020, through the book entry system of The Depository Trust Company and its participants, including
Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V.

Joint Bookrunners

BofA Securities
Citigroup
Credit Suisse
Goldman Sachs & Co. LLC

Barclays
BNP PARIBAS
J.P. Morgan
Mizuho Securities
RBC Capital Markets

Co-Managers

Deutsche Bank Securities

MUFG

Scotiabank

SunTrust Robinson Humphrey

Wells Fargo Securities

HSBC
May 7, 2020
Table of Contents
We have not, and the underwriters have not, authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which
we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus or any free writing
prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
since those dates.

Table of Contents
Prospectus supplement

Page
About this Prospectus Supplement
S-i
Where You Can Find More Information and Incorporation by Reference
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-11
Use of Proceeds
S-15
Capitalization
S-16
Description of Senior Notes
S-18
Material U.S. Federal Tax Considerations
S-32
Underwriting (Conflicts of Interest)
S-37
Legal Matters
S-42
Experts
S-42
Prospectus

Page
About this Prospectus

1
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
Where You Can Find More Information

2
Incorporation by Reference

3
Forward-Looking Statements

4
About the Registrants

6
Use of Proceeds

8
Description of Debt Securities

9
Description of Common Stock

18
Description of Preferred Stock

24
Description of Depositary Shares

32
Description of Purchase Contracts and Purchase Units

35
Description of Warrants

36
Forms of Securities

37
Plan of Distribution

39
Legal Matters

42
Experts

42
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to a prospectus that is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange
Commission, or SEC, utilizing a "shelf" registration process. Under this shelf registration process, we may sell debt securities described in the
accompanying prospectus in one or more offerings. The accompanying prospectus provides you with a general description of the debt securities we may
offer. This prospectus supplement contains specific information about the terms of this offering. This prospectus supplement may add, update or change
information contained in the accompanying prospectus. To the extent that information in this prospectus supplement is inconsistent with information in the
accompanying prospectus, the information in this prospectus supplement replaces the information in the accompanying prospectus and you should rely on
the information in this prospectus supplement. Generally, when we refer to the prospectus, we are referring to both parts of this document combined.
Except as the context otherwise requires, or as otherwise specified or used in this prospectus supplement, the terms "we," "our," "us," "the Issuer" and
"DCL" refer to Discovery Communications, LLC together with its subsidiaries (unless the context requires otherwise); the terms "Discovery" and "the
Parent Guarantor" refer to Discovery, Inc., together with its subsidiaries (unless the context requires otherwise); the term "DCH" refers to Discovery
Communications Holding, LLC; and the term "Scripps" refers to Scripps Networks Interactive, Inc. References to "Advance/Newhouse" refer to
Advance/Newhouse Programming Partnership. References in this prospectus supplement to "U.S. dollars," "U.S. $" or "$" are to the currency of the United
States of America.
The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the senior notes in certain jurisdictions may be
restricted by law. Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an
offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should
consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of the senior notes. We
are not making any representation to you regarding the legality of an investment in the senior notes by you under applicable investment or similar laws.
You should read and consider all information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus
before making your investment decision.

S-i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE
Discovery files annual, quarterly and current reports, proxy statements and other information with the SEC. Its SEC filings are available to the public over
the Internet at the SEC's website at http://www.sec.gov. Copies of certain information filed by Discovery with the SEC are also available on its website at
http://corporate.discovery.com. The website is not a part of this prospectus supplement or the accompanying prospectus.
The SEC allows Discovery to incorporate by reference much of the information Discovery files with the SEC, which means that Discovery can disclose
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
important information to you by referring you to those publicly available documents.
Discovery incorporates by reference in this prospectus supplement and the accompanying prospectus the documents listed below, and any future filings
made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than any
portions of the respective filings that were furnished, under applicable SEC rules, rather than filed, until the completion of the offering of the senior notes:

·
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on February 27, 2020 (the "2019 Discovery Annual

Report");

·
The information included in the Proxy Statement for the 2020 Annual Meeting of Stockholders, filed on April 29, 2020, to the extent

incorporated by reference into Part III of the 2019 Discovery Annual Report;

·
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed on May 6, 2020 (the "Q1 2020 Discovery Form 10-Q");

and

·
Current Reports on Form 8-K, filed on January 7, 2020, February 27, 2020 (Item 8.01 only), April 9, 2020, and May 6, 2020 (Item 1.01

only).
The financial statements included in the 2019 Discovery Annual Report and other SEC filings, which are incorporated into this prospectus supplement and
the accompanying prospectus, have been prepared on a consolidated basis and include certain financial information related to the Issuer and Scripps. DCL
and Scripps do not produce their own separately audited standalone or consolidated financial statements (see Note 26 (Condensed Consolidating Financial
Information) to the Parent Guarantor's consolidated financial statements incorporated in this prospectus supplement by reference to the 2019 Discovery
Annual Report and Note 20 (Condensed Consolidating Financial Statements) to the Parent Guarantor's consolidated financial statements incorporated in
this prospectus supplement by reference to the Q1 2020 Discovery Form 10-Q). You may request a copy of these filings, at no cost, by writing or
telephoning Discovery at the following address or telephone number:
Discovery, Inc.
8403 Colesville Road
Silver Spring, Maryland 20910
(240) 662-2000
Attn: Investor Relations
Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such document. Any statement
contained in this prospectus supplement or the accompanying prospectus or in any document incorporated by reference in this prospectus supplement will
automatically update and, where applicable, supersede any earlier information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus.

S-ii
Table of Contents
FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement, the accompanying prospectus and any documents incorporated by reference herein or therein may
constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding
Discovery's business, marketing and operating strategies, integration of acquired businesses, new service offerings, financial prospects, and anticipated
sources and uses of capital. Words such as "anticipates," "estimates," "expects," "projects," "intends," "plans," "believes," and terms of similar substance
used in connection with any discussion of future operating or financial performance identify forward-looking statements. Where, in any forward-looking
statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the expectation or belief will result or be accomplished. The following is a list of some, but not all, of
the factors that could cause actual results or events to differ materially from those anticipated:

·
changes in the distribution and viewing of television programming, including the expanded deployment of personal video recorders,

subscription video on demand ("SVOD"), internet protocol television, mobile personal devices and personal tablets and their impact on
television advertising revenue;

·
continued consolidation of distribution customers and production studios;

·
a failure to secure affiliate agreements or renewal of such agreements on less favorable terms;

·
rapid technological changes;

·
the inability of advertisers or affiliates to remit payment to us in a timely manner or at all;

·
general economic and business conditions, including the impact of the ongoing COVID-19 pandemic;
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5

·
industry trends, including the timing of, and spending on, feature film, television and television commercial production;

·
spending on domestic and foreign television advertising;

·
disagreements with our distributors or other business partners over contract interpretation;

·
fluctuations in foreign currency exchange rates, political unrest and regulatory changes in international markets;

·
market demand for foreign first-run and existing content libraries;

·
the regulatory and competitive environment of the industries in which we, and the entities in which we have interests, operate;

·
uncertainties inherent in the development of new business lines and business strategies;

·
uncertainties regarding the financial performance of our equity method investees;

·
our ability to complete, integrate, maintain and obtain the anticipated benefits and synergies from our proposed business combinations and

acquisitions, including our 2018 acquisition of Scripps, on a timely basis or at all;

·
uncertainties associated with product and service development and market acceptance, including the development and provision of

programming for new television and telecommunications technologies;

·
future financial performance, including availability, terms, and deployment of capital;

·
the ability of suppliers and vendors to deliver products, equipment, software, and services;

·
our ability to achieve the efficiencies, savings and other benefits anticipated from our cost-reduction initiatives;

·
the outcome of any pending or threatened litigation;

S-iii
Table of Contents

·
availability of qualified personnel;

·
the possibility or duration of an industry-wide strike or other job action affecting a major entertainment industry union;

·
changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the Federal

Communications Commission and data privacy regulations and adverse outcomes from regulatory proceedings;

·
changes in income taxes due to regulatory changes or changes in our corporate structure;

·
changes in the nature of key strategic relationships with partners, distributors and equity method investee partners;

·
competitor responses to our products and services and the products and services of the entities in which we have interests;

·
threatened or actual cyber or terrorist attacks and military action;

·
our level of debt;

·
reduced access to capital markets or significant increases in costs to borrow; and

·
a reduction of advertising revenue associated with unexpected reductions in the number of subscribers.
These risks have the potential to impact the recoverability of the assets recorded on our balance sheets, including goodwill or other intangibles.
Additionally, many of these risks have been amplified by and are likely to continue to be amplified by the COVID-19 pandemic.
You should read carefully the factors discussed under the heading "Risk Factors" in this prospectus supplement and the documents incorporated by
reference in this prospectus supplement, including the risks and uncertainties discussed in "Item 1A. Risk Factors" of the 2019 Discovery Annual Report
and the Q1 2020 Discovery Form 10-Q. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this
prospectus supplement and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement
contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any
such statement is based.

S-iv
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
Table of Contents
SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement or the documents incorporated by reference in this
prospectus supplement. Because this is only a summary, it does not contain all of the information that you should consider in making your investment
decision. You should read the following summary together with the entire prospectus supplement, including the more detailed information regarding
our company and the senior notes elsewhere in this prospectus supplement or the documents incorporated by reference in this prospectus supplement.
You should also carefully consider, among other things, the matters discussed in the sections entitled "Risk Factors" in this prospectus supplement
and the documents incorporated by reference in this prospectus supplement, as well as the consolidated financial statements and the related notes
included elsewhere in this prospectus supplement, before deciding to invest in the senior notes.
Discovery, Inc.
Business overview
Discovery is a global media company that provides content across multiple distribution platforms, including linear platforms such as pay-television
("pay-TV"), free-to-air and broadcast television, authenticated TV Everywhere ("TVE") applications, digital distribution arrangements, content
licensing arrangements and direct-to-consumer subscription products. As one of the world's largest pay-TV programmers, we provide original and
purchased content and live events to approximately 3.8 billion cumulative subscribers and viewers worldwide through networks that we wholly or
partially own. We distribute customized content in the U.S. and over 220 other countries and territories in 50 languages. Our global portfolio of
networks includes prominent nonfiction television brands such as Discovery Channel, our most widely distributed global brand, HGTV, Food
Network, TLC, Animal Planet, Investigation Discovery, Travel Channel, OWN, Science Channel, and MotorTrend (previously known as Velocity
domestically and currently known as Turbo in most international countries). Among other networks in the U.S., Discovery also features two Spanish-
language services, Discovery en Español and Discovery Familia. Our international portfolio also includes Eurosport, a leading sports entertainment
provider and broadcaster of the Olympic Games across Europe, TVN, a Polish media company, as well as Discovery Kids, a leading children's
entertainment brand in Latin America. We participate in joint ventures including the recently formed multi-platform venture with Chip and Joanna
Gaines, which plans to launch linear networks, SVOD and TVE products in 2020; and Group Nine Media, a digital media holding company home to
top digital brands including NowThis News, the Dodo, Thrillist, PopSugar, and Seeker. We operate production studios, and prior to the sale of our
Education Business in April 2018, we sold curriculum-based education products and services.
We generate revenues principally from the sale of advertising on our networks and digital products and from fees charged to distributors who
distribute our network content, which primarily include cable, direct-to-home ("DTH") satellite, telecommunication and digital service providers, as
well as through direct-to-consumer subscription services. Other transactions include curriculum-based products and services, affiliate and advertising
sales representation services, production studios content development and services, content licenses and the licensing of our brands for consumer
products.
Our objectives are to invest in high-quality content for our networks and brands to build viewership, optimize distribution revenue, capture
advertising sales, and create or reposition branded channels and businesses to sustain long-term growth and occupy a desired content niche with
strong consumer appeal. Our strategy is to maximize the distribution, ratings and profit potential of each of our branded networks. In addition to
growing distribution and advertising revenues for our branded networks, we have extended content distribution across new platforms, including
brand-aligned websites, online streaming, mobile devices, video on demand and broadband channels, which provide promotional platforms for our
television content and serve as additional

S-1
Table of Contents
outlets for advertising and distribution revenue. Audience ratings are a key driver in generating advertising revenue and creating demand on the part of
cable television operators, DTH satellite operators, telecommunication service providers, and other content distributors who deliver our content to
their customers.
Our content spans genres including survival, natural history, exploration, sports, general entertainment, home, food and travel, heroes, adventure,
crime and investigation, health and kids. We have an extensive library of content and own most rights to our content and footage, which enables us to
leverage our library to quickly launch brands and services into new markets and on new platforms. Our content can be re-edited and updated in a
cost-effective manner to provide topical versions of subject matter that can be utilized around the world on a variety of platforms.
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
Although Discovery utilizes certain brands and content globally, we classify our operations in two reportable segments: U.S. Networks, consisting
principally of domestic television networks and digital content services, and International Networks, consisting primarily of international television
networks and digital content services. Our segment presentation aligns with our management structure and the financial information management uses
to make decisions about operating matters, such as the allocation of resources and business performance assessments.
Discovery has three series of common stock, Series A, Series B and Series C, which trade on the Nasdaq Global Select Market under the symbols
DISCA, DISCB and DISCK, respectively.
Discovery, Inc.
Discovery became a public company on September 17, 2008 in connection with Discovery Holding Company ("DHC") and Advance/Newhouse
Programming Partnership ("Advance/Newhouse") combining their respective ownership interests in DCH and exchanging those interests with and
into Discovery (the "Discovery Formation"). DCH owned and operated various television networks, website properties and other digital media
services throughout the world and sold curriculum-based education products and services. As a result of the Discovery Formation, DHC and DCH
became wholly-owned subsidiaries of Discovery, with Discovery becoming the successor reporting entity to DHC under the Exchange Act. We were
incorporated in Delaware on April 28, 2008.
Discovery's principal executive offices are located at 8403 Colesville Road, Silver Spring, MD 20190, and the telephone number is (240) 662-2000.
Discovery Communications, LLC
DCL is an indirect, wholly owned subsidiary of Discovery. A substantial portion of the operations of Discovery are conducted through DCL. DCL
was converted into a Delaware limited liability company on May 14, 2007. Its principal executive offices are located at 8403 Colesville Road, Silver
Spring, MD 20910, and its telephone number is (240) 662-2000.
Scripps Networks Interactive, Inc.
Scripps is a direct, wholly owned subsidiary of Discovery. A substantial portion of the operations of Discovery are conducted through Scripps. Its
principal executive offices are located at 8403 Colesville Road, Silver Spring, MD 20910, and its telephone number is (240) 662-2000.

S-2
Table of Contents
Organizational structure
The following diagram illustrates, at a summary level, the ownership interests among Discovery, Scripps, DCH, DCL and Advance/Newhouse, as well
as the material debt obligations of Scripps and DCL together with its subsidiaries as of March 31, 2020. DCH has no material debt obligations. As of
March 31, 2020, Discovery's outstanding indebtedness consisted of its guarantees of approximately $15.4 billion aggregate principal amount of
DCL's senior debt securities and $500 million of borrowings under DCL's revolving credit facility. The diagram is in general terms and does not
include intermediate subsidiaries.

*Advance/Newhouse and its affiliates have an approximately 26.4% beneficial ownership interest in Discovery through their ownership of
Discovery Series A-1 preferred stock and Series C-1 preferred stock. The holders of Series A-1 preferred stock vote with the holders of Series
A common stock on an as-converted basis, on all matters except for the election of common stock directors. Advance/Newhouse has the right to
elect three of the directors of Discovery.
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
Risk factors
An investment in the senior notes involves risk. Before investing in the senior notes, you should carefully consider the risks described in "Risk
Factors" in this prospectus supplement, as well as other information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, including the risk factors set forth in "Item 1A. Risk Factors" in the 2019 Discovery Annual Report and the Q1 2020
Discovery Form 10-Q before making an investment decision.
Recent developments
Concurrent Tender Offers
Concurrently with this offering, we are conducting a cash tender offer (the "any and all tender offer") for any and all of DCL's outstanding 4.375%
Senior Notes due 2021 (the "4.375% 2021 notes"), 3.300% Senior Notes due 2022 (the "3.300% 2022 notes") and 3.500% Senior Notes due 2022 (the
"3.500% 2022 notes" and, together with the 4.375% 2021 notes and the 3.300% 2022 notes, the "any and all tender offer notes"). We are also
conducting a cash tender offer (the "maximum amount tender offer" and, together with the any and all tender offer, the "tender offers") for a
maximum aggregate purchase price of up to $1,500,000,000, less the aggregate amount of the any and all tender offer notes validly tendered and
accepted for purchase (the "maximum amount"), for the following series of notes (collectively, "the maximum amount tender offer notes" and
together with the any and all tender offer notes, the "tender offer notes"):

·
3.500% Senior Notes due 2022 issued by Scripps (the "3.500% 2022 Scripps notes");

·
3.250% Senior Notes due 2023 issued by DCL (the "3.250% 2023 notes");

·
2.950% Senior Notes due 2023 issued by DCL (the "2.950% 2023 notes");

·
3.800% Senior Notes due 2024 issued by DCL (the "3.800% 2024 notes");

S-3
Table of Contents

·
3.900% Senior Notes due 2024 issued by Scripps (the "3.900% 2024 Scripps notes"); and

·
3.900% Senior Notes due 2024 issued by DCL (the "3.900% 2024 notes").
The tender offers are being made upon, and are subject to, the terms and conditions set forth in the Offer to Purchase dated May 7, 2020 (the "offer to
purchase"). The any and all tender offer will expire at 5:00 p.m., New York City time, on May 13, 2020 (such date and time, as it may be extended
with respect to an any and all tender offer, the applicable "any and all tender offer expiration date"), unless extended or terminated by us. The
maximum amount tender offer will expire at 12:00 midnight, New York City time, on June 4, 2020 (one minute after 11:59 p.m., New York City
time, on June 4, 2020) (such date and time, as it may be extended with respect to a maximum amount tender offer, the applicable "maximum amount
tender offer expiration date"), unless extended or terminated by us. Moreover, in the event the maximum amount tender offer is fully subscribed as of
5:00 p.m., New York City time, on May 20, 2020 (such date and time, as it may be extended with respect to a series of the tender offer notes, the
"maximum amount early tender deadline"), holders who validly tender their maximum amount tender offer notes after such time will not have any of
their maximum amount tender offer notes accepted for purchase.
The consideration paid in the tender offers for each series of tender offer notes that are validly tendered and accepted for purchase will be determined
in the manner described in the offer to purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the
"total consideration"). Holders of tender offer notes that are validly tendered and not withdrawn prior to the applicable any and all tender offer
expiration date or maximum amount tender offer expiration date will receive the applicable tender offer consideration per $1,000 principal amount of
the tender offer notes accepted for purchase. The total consideration for the any and all tender offer notes accepted for purchase in the any and all
tender offer will be determined at 2:00 p.m., New York City time, on the any and all tender offer expiration date. The total consideration for the
maximum amount tender offer notes accepted for purchase in the maximum amount tender offer will be determined at 10:00 a.m. New York City
time, on May 21, 2020, unless we extend the applicable maximum amount early tender deadline. Holders of maximum amount tender offer notes that
are validly tendered and not withdrawn at or prior to the applicable maximum amount early tender deadline and accepted for purchase will receive the
applicable total consideration, which includes an early tender premium of $50 per $1,000 principal amount of the maximum amount tender offer notes
accepted for purchase (the "early tender premium"). Holders of maximum amount tender offer notes that are validly tendered and not withdrawn
following the applicable maximum amount early tender deadline and on or prior to the applicable maximum amount expiration date and accepted for
purchase will only receive the applicable "tender offer consideration" per $1,000 principal amount of the maximum amount tender offer notes
accepted for purchase, which is equal to the applicable total consideration minus the early tender premium.
Maximum amount tender offer notes validly tendered and not withdrawn on or before the applicable maximum amount early tender deadline or the
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
applicable maximum amount tender offer expiration date, respectively, will be accepted for purchase in order of acceptance priority level as of such
dates subject to proration, as applicable.
This prospectus supplement is not an offer to purchase any of the tender offer notes. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and
RBC Capital Markets, LLC are acting as dealer managers for the tender offers.
We intend to pay the purchase price for, and accrued and unpaid interest on, the tender offer notes with a portion of the net proceeds from this
offering. The closings of the tender offers will be conditioned on, among other things, our having obtained aggregate net proceeds from debt
financings, including this offering, in an amount not less than the amount sufficient, upon the terms and subject to the conditions of the tender offers,
to purchase all the securities validly tendered and accepted for purchase in the tender offers and to pay accrued interest thereon and fees and expenses
associated therewith. This offering is not conditioned on the completion of the tender offers. See "Use of Proceeds" and "Capitalization."

S-4
Table of Contents
We are permitted, subject to applicable law, to amend, extend, terminate or withdraw the tender offers, and there can be no assurance that we will
consummate the tender offers. There can be no assurance as to the principal amount of any series of tender offer notes that will be tendered or
accepted for purchase pursuant to the tender offers and, as a result, the aggregate principal amount of tender offer notes tendered and accepted for
purchase, and the cash consideration paid pursuant to the tender offers, may differ from the assumed amounts described above.
Revolving Credit Facility Amendment
On April 30, 2020, DCL entered into Amendment No. 2 to its revolving credit facility (the "Amendment"). The Amendment modifies certain terms of
the revolving credit facility, including the following:

·
The financial covenants were modified to reset the maximum consolidated leverage ratio as set forth below:

Maximum Consolidated
Measurement Period Ending

Leverage Ratio

March 31, 2020 and June 30, 2020

5.00:1.00
September 30, 2020 through March 31, 2021

5.50:1.00
June 30, 2021

5.00:1.00
September 30, 2021 and thereafter

4.50:1.00

·
The restricted payments covenant was modified to add a limitation on restricted payments made in cash unless after giving pro forma

effect thereto the consolidated leverage ratio is less than or equal to 4.50:1.00.

·
The minimum LIBOR rate and the minimum base rate were each increased from 0% to 0.50% per annum.

S-5
Table of Contents
The Offering
The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the senior notes, see "Description
of senior notes" in this prospectus supplement and "Description of Debt Securities" in the accompanying prospectus.

Issuer
Discovery Communications, LLC

Parent Guarantor
Discovery, Inc.

Subsidiary Guarantors
Each domestic subsidiary of the Parent Guarantor that guarantees DCL's obligations under
https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

424B5
our revolving credit facility. As of the date of issuance of the senior notes, the only
Subsidiary Guarantor will be Scripps.

Securities Offered
$1,000,000,000 in aggregate principal amount of 3.625% Senior Notes due 2030.

$1,000,000,000 in aggregate principal amount of 4.650% Senior Notes due 2050.

Stated Maturity Date
The 2030 notes will mature on May 15, 2030. The 2050 notes will mature on May 15, 2050.

Interest Rate
2030 notes: The 2030 notes will bear interest at the rate of 3.625% per annum, accruing from
May 18, 2020.

2050 notes: The 2050 notes will bear interest at the rate of 4.650% per annum, accruing from

May 18, 2020.

Interest Payment Dates
Interest on the senior notes will be paid on May 15 and November 15 of each year to the
holders of record on April 30 and October 31, respectively. The first interest payment on the
senior notes will be made on November 15, 2020 to holders of record on October 31, 2020.

Ranking of the Senior Notes
The senior notes will be DCL's unsecured senior obligations and will rank equally in right of
payment with DCL's existing and future unsecured and unsubordinated indebtedness. The
senior notes will be effectively subordinated to DCL's secured indebtedness (if any) to the
extent of the value of the assets securing that debt and effectively subordinated to any
indebtedness and other liabilities of DCL's subsidiaries to the extent such subsidiaries do not
guarantee the senior notes. The senior notes will be senior in right of payment to all future
subordinated indebtedness of DCL.

As of March 31, 2020, on a pro forma basis after giving effect to the offering of the senior

notes but before the application of the estimated proceeds therefrom:

· DCL would have had approximately $17.9 billion in aggregate principal amount of

indebtedness outstanding that would have ranked equally in right of payment with
the senior notes;

S-6
Table of Contents

· DCL would have had no secured indebtedness outstanding; and

· DCL's subsidiaries would have had approximately $7 million in aggregate principal

amount of indebtedness outstanding, all of which would have been effectively senior
to the senior notes.

Parent Guarantee
All payments on the senior notes, including principal and interest (and premium, if any), will
be fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the
Parent Guarantor (the "Parent Guarantee"). See "Description of Senior Notes--Guarantees--
Parent Guarantee."

The Parent Guarantee of the senior notes will rank equally in right of payment with all other
existing and future unsecured and unsubordinated indebtedness of the Parent Guarantor. The
Parent Guarantee will be effectively subordinated to the Parent Guarantor's secured

indebtedness to the extent of the value of the assets securing that debt and effectively
subordinated to any indebtedness and other liabilities of the Parent Guarantor's subsidiaries
to the extent such subsidiaries do not guarantee the senior notes.

As of March 31, 2020, on a pro forma basis after giving effect to the offering of the senior

https://www.sec.gov/Archives/edgar/data/1437107/000119312520137723/d792936d424b5.htm[5/11/2020 8:28:20 AM]

Document Outline

#1">
- #1">