Advance/Newhouse Programming Partnership in $347 Million Loan Transactions

June 20, 2019

Cleary Gottlieb represented Advance/Newhouse Programming Partnership, a shareholder of Discovery Inc. (Discovery), as a counterparty to collar plus revolving loan transactions with Citibank, N.A. (Citibank).

The collar plus revolving loan transactions are secured by an aggregate of 12.5 million shares of Discovery’s Series C common stock. The collar transactions will be settled in cash unless Advance/Newhouse Programming Partnership elects physical settlement.

The related sale of 12.5 million shares of Series C common stock to establish Citibank’s hedge position for the collar transactions was executed in accordance with Rule 144 and related SEC interpretive letters.

Advance/Newhouse Programming Partnership is part of the Advance/Newhouse group, a global, diversified privately owned group of media companies that operates Condé Nast and other local media companies.

Discovery is a global media company that provides content across multiple distribution platforms, including linear platforms such as pay-television, free-to-air and broadcast television, authenticated GO applications, digital distribution arrangements, and content licensing arrangements. As one of the world’s largest pay-TV programmers, it provides original and purchased content and live events to approximately 4 billion cumulative subscribers and viewers worldwide through networks that are wholly or partially owned.