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Bank of America Agents $500MM Upsize for Discovery Communications

August 15, 2017, 08:30 AM
Filed Under: Telecom

Discovery Communications, a wholly owned subsidiary of Discovery Communications, Inc., the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, entered into the Amendment No. 1 to Amended and Restated Credit Agreement, which amended that certain Amended and Restated Credit Agreement, dated as of February 4, 2016, among DCL, Discovery, the other subsidiaries of DCL party thereto, the lenders party thereto and the Administrative Agent.

Pursuant to the Amendment, the Lenders agreed to certain modified terms in respect of the Existing Credit Agreement, including the following:
The recently announced acquisition of Scripps Networks Interactive, Inc., the incurrence of indebtedness to finance the Scripps Acquisition and the assumption of certain indebtedness in connection with the Scripps Acquisition and certain related transactions were expressly permitted, and Discovery agreed to have Scripps Networks Interactive, Inc. become a guarantor thereunder following the closing of the Scripps Acquisition;

  • The aggregate revolving commitments thereunder were increased from $2.0 billion to $2.5 billion;
  • The maturity date was extended from February 4, 2021 to August 11, 2022;
  • The financial covenants were modified to reset the level for the consolidated leverage ratio financial covenant to 5.50 to 1.00, with step-downs to 5.00 to 1.00 and to 4.50 to 1.00, one year and two years after the closing of the Scripps acquisition, respectively, and certain other changes to permit the incurrence of debt to finance the Scripps acquisition prior to the closing thereof; and
  • Certain lenders agreed to issue Euro-denominated swing line loans up to an aggregate sublimit of $150 million.

The interest rates for all loans under the Existing Credit Agreement, as amended pursuant to the Amendment, as well as the fees associated with drawn amounts, will remain the same as under the Existing Credit Agreement. In connection with entering into the Amendment, the Borrower paid certain consent fees to the lenders and certain arrangement fees to the arrangers of the Amendment.

In addition, on August 11, 2017, Discovery and DCL entered into a credit agreement with Goldman Sachs Bank USA, as administrative agent and the other lenders party thereto. The Term Loan Agreement provides for total term loan commitments of $1.0 billion in a 3-year tranche and $1.0 billion in a 5-year tranche, for an aggregate principal amount of $2.0 billion. The proceeds of the Term Loan Facility will be used to pay a portion of the cash consideration in connection with the Scripps Acquisition and pay some or all of the related fees and expenses.

The obligations of DCL under the Term Loan Credit Agreement are unsecured and are guaranteed by Discovery and, following the closing of the Scripps Acquisition, will be guaranteed by Scripps Networks Interactive, Inc. The Term Loan Facility will be funded by the lenders upon the satisfaction of certain conditions, including the consummation of the Scripps Acquisition.

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