Free Writing Prospectus
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-160043
May 26, 2010
Pricing Term Sheet
Discovery Communications, LLC
3.700% Notes due 2015
5.050% Notes due 2020
6.350% Notes due 2040
| Issuer: |
Discovery Communications, LLC |
| Guarantor: |
Discovery Communications, Inc. |
| Principal Amount: |
2015 Notes: $850,000,000 |
| |
2020 Notes: $1,300,000,000 |
| Security Type: |
Senior Notes |
| Maturity Date: |
June 1, 2015 |
| Coupon: |
2015 Notes: 3.700% |
| Price to Public: |
2015 Notes: 99.851% |
| Yield to Maturity: |
2015 Notes: 3.733% |
| Spread to Benchmark Treasury: |
2015 Notes: 170 basis points |
| |
2020 Notes: 190 basis points |
| |
2040 Notes: 225 basis points |
| Benchmark Treasury: |
2015 Notes: 2.500% due April 30, 2015 |
| |
2020 Notes: 3.500% due May 15, 2020 |
| |
2040 Notes: 4.625% due February 15, 2040 |
| Benchmark Treasury Spot and Yield: |
2015 Notes: 102-5
3/4 ; 2.033% |
| |
2020 Notes: 102-19+ ; 3.192% |
| |
2040 Notes: 108-30 ; 4.102% |
| Net Proceeds to Issuer: |
$2,973,300,000 |
| Use of Proceeds: |
$1,924,800,000 plus cash on hand to prepay all amounts outstanding under Discovery Communications Holding, LLC’s Term Loan B and Term Loan C. |
| |
$1,048,000,000 plus cash on hand to prepay an aggregate of $935 million in outstanding principal amount of DCL’s senior notes
|
| |
together with accrued and unpaid interest plus applicable make-whole amount or break-funding costs, as described under “Use of proceeds” in the prospectus
supplement. |
| Interest Payment Dates: |
June 1 and December 1, commencing December 1, 2010 |
| Make-Whole Call: |
2015 Notes: At any time at Treasury plus 25 basis points |
| |
2020 Notes: At any time at Treasury plus 30 basis points |
| |
2040 Notes: At any time at Treasury plus 35 basis points |
| Settlement Date: |
June 3, 2010 (T+5) |
| Denominations: |
$2,000 x $1,000 |
| CUSIP/ISIN: |
2015 Notes: 25470DAB5 / US25470DAB55 |
| |
2020 Notes: 25470DAC3 / US25470DAC39 |
| |
2040 Notes: 25470DAD1 / US25470DAD12 |
| Ratings*: |
Baa2 (stable) Moody’s Investors Service, Inc. |
| |
BBB- (outlook positive) Standard & Poor’s Ratings Services |
| |
BBB (stable) Fitch Ratings Ltd. |
| Joint Bookrunners: |
Citigroup Global Markets Inc. |
| |
J.P. Morgan Securities Inc. |
| |
Banc of America Securities LLC |
| |
Credit Suisse Securities (USA) LLC |
| Co-Managers: |
Barclays Capital Inc. |
| |
BNP Paribas Securities Corp. |
| |
Credit Agricole Securities (USA) Inc. |
| |
Morgan Stanley & Co. Incorporated |
| |
RBC Capital Markets Corporation |
| |
Scotia Capital (USA) Inc. |
| |
SunTrust Robinson Humphrey, Inc. |
| |
Wells Fargo Securities, LLC |
*Note: A securities rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a
registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (877) 858-5407 or J.P. Morgan Securities Inc. collect at (212) 834 – 4533.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was
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