SUBJECT TO COMPLETION, DATED MARCH 5, 2019
PROSPECTUS
DISCOVERY COMMUNICATIONS, LLC.
Offer to Exchange
$393,487,000 Outstanding 2.750% Senior Notes due 2019
for
$393,487,000
Registered 2.750% Senior Notes due 2019
$542,304,000 Outstanding 2.800% Senior Notes due 2020
for
$542,304,000
Registered 2.800% Senior Notes due 2020
$345,894,000 Outstanding 3.500% Senior Notes due 2022
for
$345,894,000
Registered 3.500% Senior Notes due 2022
$486,215,000 Outstanding 3.900% Senior Notes due 2024
for
$486,215,000
Registered 3.900% Senior Notes due 2024
$488,512,000 Outstanding 3.950% Senior Notes due 2025
for
$488,512,000
Registered 3.950% Senior Notes due 2025
Discovery
Communications, LLC is offering to exchange (the exchange offer) (i) $393,487,000 aggregate principal amount of its outstanding 2.750% Senior Notes due 2019 (the Old 2019 Senior Notes) for a like principal amount of
registered 2.750% Senior Notes due 2019 (the New 2019 Senior Notes), (ii) $542,304,000 aggregate principal amount of its outstanding 2.800% Senior Notes due 2020 (the Old 2020 Senior Notes) for a like principal amount of
registered 2.800% Senior Notes due 2020 (the New 2020 Senior Notes), (iii) $345,894,000 aggregate principal amount of its outstanding 3.500% Senior Notes due 2022 (the Old 2022 Senior Notes) for a like principal amount of
registered 3.500% Senior Notes due 2022 (the New 2022 Senior Notes), (iv) $486,215,000 aggregate principal amount of its outstanding 3.900% Senior Notes due 2024 (the Old 2024 Senior Notes) for a like principal amount of
registered 3.900% Senior Notes due 2024 (the New 2024 Senior Notes) and (v) $488,512,000 aggregate principal amount of its outstanding 3.950% Senior Notes due 2025 (the Old 2025 Senior Notes and, together with the Old 2019
Senior Notes, the Old 2020 Senior Notes, the Old 2022 Senior Notes and the Old 2024 Senior Notes, the Old Notes) for a like principal amount of registered 3.950% Senior Notes due 2025 (the New 2025 Senior Notes and, together
with the New 2019 Senior Notes, the New 2020 Senior Notes, the New 2022 Senior Notes and the New 2024 Senior Notes, the New Notes). As used herein, the term Notes shall mean the New Notes together with the Old Notes.
The terms of the New Notes are identical in all material respects to the terms of the Old Notes of the corresponding series, except that the New
Notes are registered under the Securities Act of 1933, as amended (the Securities Act), and will not contain restrictions on transfer or provisions relating to additional interest, will bear different CUSIP numbers from the Old Notes of
the corresponding series and will not entitle their holders to registration rights. The New Notes will be fully, unconditionally, jointly and severally guaranteed on an unsecured unsubordinated basis by the same entities that guarantee the Old
Notes. Each guarantee constitutes a separate security that is being offered by the relevant guarantor.
The Notes will not be listed on any
securities exchange or any automated dealer quotation system and there is currently no public market for the Old Notes or for the New Notes.
All untendered Old Notes will continue to be subject to the restrictions on transfer set forth in the Old Notes and in the indenture governing
the applicable series of Notes. In general, the Old Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. Other
than in connection with the exchange offer, the Issuer does not currently anticipate that it will register any series of the Old Notes under the Securities Act.
The exchange offer will expire at 5:00 p.m., New York City time, on April 2, 2019 (the Expiration Date) unless we extend the
Expiration Date. You should read the section called The Exchange Offer for further information on how to exchange your Old Notes for New Notes.
See
Risk Factors
beginning on page 15 for a discussion of risk factors that you should consider prior
to tendering your Old Notes in the exchange offer and risk factors related to ownership of the Notes.
Each broker-dealer that receives
New Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The letter of transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of New Notes received in exchange for Old Notes where such Old Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period ending on the
earlier of (i) 120 days from the date on which this registration statement is declared effective and (ii) the date on which no broker-dealer is required to deliver a prospectus in connection with market-making or other trading activities, we
will make this prospectus available to any broker-dealer for use in connection with any such resale. See Plan of Distribution.
Neither the U.S. Securities and Exchange Commission (SEC) nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date
of this prospectus is , 2019