Statistik Asas
CIK | 1430602 |
SEC Filings
SEC Filings (Chronological Order)
February 27, 2025 |
Exhibit 25.7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
|
February 27, 2025 |
Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
|
February 27, 2025 |
Exhibit 25.5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
|
February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) WarnerMedia Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Discovery Communications, LLC (Exact Name of Registrant as Specified in its Charter) Scripps Networks Interactive, Inc. (Exact Name of Registrant as Specified in its Ch |
|
February 27, 2025 |
EX-5.3 Exhibit 5.3 womblebonddickinson.com February 27, 2025 Womble Bond Dickinson (US) LLP 100 Light Street 26th Floor Baltimore, MD 21202 t: 410.545.5800 f: 410.545.5801 Scripps Networks Interactive, Inc. 230 Park Avenue South New York, New York 10003 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio |
|
February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
|
June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 35-2333914 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 230 Par |
|
May 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) WarnerMedia Holdings, Inc. |
|
May 15, 2024 |
Table of Contents Filed Pursuant to Rule No. 424(b)(5) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 Prospectus Supplement (To Prospectus dated April 22, 2022) €1,500,000,000 WarnerMedia Holdings, Inc. 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Unconditionally Guaranteed by Warner Bros. Discovery, Inc. We are offering €650,000,000 aggregate principal amou |
|
May 14, 2024 |
Table of Contents Filed Pursuant to Rule No. 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdic |
|
May 14, 2024 |
Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 May 14, 2024 Pricing Term Sheet May 14, 2024 WarnerMedia Holdings, Inc. €650,000,000 4.302% Senior Notes due 2030 €850,000,000 4.693% Senior Notes due 2033 Security : 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Aggregate Principal Amount Offered: €650,000,000 € |
|
March 31, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-270749, 333-270749-01, 333-270749-02, 333-270749-03 PROSPECTUS WARNERMEDIA HOLDINGS, INC. Offer to Exchange $1,750,000,000 Outstanding 3.428% Senior Notes due 2024 for $1,750,000,000 Registered 3.428% Senior Notes due 2024 $500,000,000 Outstanding 3.528% Senior Notes due 2024 for $500,000,000 Registered 3.528% Senior Not |
|
March 29, 2023 |
230 Park Avenue South New York, NY 10003 SAVALLE SIMS Executive Vice President & General Counsel E SavalleSims@discovery. |
|
March 22, 2023 |
EX-5.3 Exhibit 5.3 March 22, 2023 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re: Registration Statement on Form S-4 of WarnerMedia Holdings, Inc. Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the “Opinion Party”), in connection with the filing with the U.S. Securities and Exchange Commission ( |
|
March 22, 2023 |
EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR WARNERMEDIA HOLDINGS, INC. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 20 |
|
March 22, 2023 |
Rule 438 Consent of Prospective Director EX-99.4 Exhibit 99.4 Rule 438 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 and all amendments (including post-effective amendments) thereto (the “Registration Statement”) filed by Warner Bros. Discovery, Inc. with the Securities and Exchange Commissi |
|
March 22, 2023 |
EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 |
|
March 22, 2023 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DISCOVERY COMMUNICATIONS, LLC EX-3.6 Exhibit 3.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DISCOVERY COMMUNICATIONS, LLC This Amended and Restated Limited Liability Company Agreement (as amended, modified, supplemented and/or restated from time to time, this “Agreement”) of Discovery Communications, LLC, a Delaware limited liability company (the “Company”), dated as of March 9, 2021, is entered into by Discov |
|
March 22, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) WarnerMedia Holdings, Inc. |
|
March 22, 2023 |
Magallanes, Inc. AMENDED AND RESTATED BYLAWS As Adopted on April 8, 2022 EX-3.3 Exhibit 3.3 Magallanes, Inc. AMENDED AND RESTATED BYLAWS As Adopted on April 8, 2022 Magallanes, Inc. AMENDED AND RESTATED BYLAWS Table of Contents Page Article I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 1 Section 1.05. Proxi |
|
March 22, 2023 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAGALLANES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Magallanes, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: This Certifi |
|
March 22, 2023 |
EX-3.1 Exhibit 3.1 CONFIDENTIAL CERTIFICATE OF MERGER OF DRAKE SUBSIDIARY, INC., (a Delaware corporation) WITH AND INTO MAGALLANES, INC., (a Delaware corporation) April 8, 2022 * * * * * * * * * * Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware * * * * * * * * * * Magallanes, Inc., a corporation duly organized and existing under and by virtue of the laws of the S |
|
March 22, 2023 |
EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL FOR WarnerMedia Holdings, Inc. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 2022, 4.05 |
|
March 22, 2023 |
EX-99.3 Exhibit 99.3 WARNERMEDIA HOLDINGS, INC. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022. 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022. 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022. 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022. 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 2022. 4.054% SENIOR NOTES DUE 2029, |
|
March 22, 2023 |
EX-22.1 Exhibit 22.1 Registered Senior Notes Issued Under Issuer Guarantors Indenture dated August 19, 2009 Discovery Communications, LLC Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) Indenture dated March 15, 2022 WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) Warner Bros. Discovery, Inc., Discovery Communications, LLC, |
|
March 22, 2023 |
As filed with the Securities and Exchange Commission on March 22, 2023 S-4 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2023 Registration No. |
|
March 8, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 Prospectus Supplement (To Prospectus dated April 22, 2022) $1,500,000,000 WarnerMedia Holdings, Inc. 6.412% Senior Notes due 2026 Unconditionally Guaranteed by Warner Bros. Discovery, Inc. We are offering $1,500,000,000 aggregate principal amount of 6.412% Senior Notes |
|
March 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) WarnerMedia Holdings, Inc. |
|
March 6, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisd |
|
March 6, 2023 |
FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 March 6, 2023 Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, LLC, Scr |
|
April 22, 2022 |
EXHIBIT 4.13 WarnerMedia Holdings, Inc. Issuer Warner Bros. Discovery, Inc. Parent Guarantor [The Subsidiary Guarantor[s]] and [?] Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture |
|
April 22, 2022 |
Exhibit 25.5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
|
April 22, 2022 |
EXHIBIT 4.5 Discovery Communications Benelux B.V. Issuer Warner Bros. Discovery, Inc. [Discovery Communications, LLC] [Scripps Networks Interactive, Inc.] [and] [WarnerMedia Holdings, Inc.] Guarantor[s] and [?] Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 CROSS-REFERENCE T |
|
April 22, 2022 |
Exhibit 25.9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
|
April 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Discovery Communications Benelux B.V. (Exact Name of Registrant as Specified in its Charter) Discovery Communications, LLC (Exact Name of Registrant as Specified in its Charter) Scripps Networks Interactive, Inc. (Exact Name of Registrant as Specifie |
|
April 22, 2022 |
EXHIBIT 4.14 WarnerMedia Holdings, Inc. Issuer Warner Bros. Discovery, Inc. Parent Guarantor [The Subsidiary Guarantor[s]] and [?] Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Inde |
|
April 22, 2022 |
EXHIBIT 4.6 Discovery Communications Benelux B.V. Issuer Warner Bros. Discovery, Inc. [Discovery Communications, LLC] [Scripps Networks Interactive, Inc.] [and] [WarnerMedia Holdings, Inc.] Guarantor[s] and [?] Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 CROSS-REFER |
|
April 22, 2022 |
Consent of Womble Bond Dickinson (US) LLP (included in opinion filed as Exhibit 5.3) EXHIBIT 5.3 April 22, 2022 Scripps Networks Interactive, Inc. 230 Park Avenue South New York, New York 10003 Re:??Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the ?Opinion Party?) in connection with the preparation of the Opinion Party?s above-referenced registration statement on Form S-3 |
|
April 22, 2022 |
As filed with the Securities and Exchange Commission on April 22, 2022 S-3ASR 1 d301621ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on April 22, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Warner Bros. Discovery, Inc. Discovery Communications Benelux B.V. Discovery Communications, LLC Scripps Networks Inte |
|
May 13, 2021 |
424B3 1 disc3907545-424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-253397-01 PROSPECTUS Discovery Communications, LLC Offer to Exchange up to $1,732,036,000 4.000% Senior Notes due 2055 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of our outstanding unregistere |
|
May 12, 2021 |
Discovery Communications, LLC 8403 Colesville Road Silver Spring, Maryland 20910 CORRESP 1 filename1.htm Discovery Communications, LLC 8403 Colesville Road Silver Spring, Maryland 20910 May 10, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Discovery Communications, LLC (the “Company”) Registration Statement on Form S-4 Registration No. 333-253397-01. Ladies and Gentlemen: This letter is sent on b |
|
May 12, 2021 |
Discovery Communications, LLC 8403 Colesville Road Silver Spring, Maryland 20910 May 10, 2021 CORRESP 1 filename1.htm Discovery Communications, LLC 8403 Colesville Road Silver Spring, Maryland 20910 May 10, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Discovery Communications, LLC Registration Statement on Form S-4 File No. 333-253397-01 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 pro |
|
May 6, 2021 |
- PRE-EFFECTIVE AMENDMENT TO REGISTRATION OF SECURITIES ISSUED IN BUSINESS S-4/A 1 discovery3906031-s4a.htm PRE-EFFECTIVE AMENDMENT TO REGISTRATION OF SECURITIES ISSUED IN BUSINESS As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. 333–253397-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Discovery Communications, LLC (as |
|
February 23, 2021 |
- REGISTRATION OF SECURITIES ISSUED IN BUSINESS COMBINATION TRANSACTIONS As filed with the Securities and Exchange Commission on February 23, 2021 Registration No. |
|
February 23, 2021 |
Exhibit 99.3 LETTER TO CLIENTS Relating to DISCOVERY COMMUNICATIONS, LLC OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.000% Senior Notes due 2055 ISSUED ON SEPTEMBER 21, 2020 FOR A LIKE PRINCIPAL AMOUNT OF CORRESPONDING 4.000% SENIOR NOTES DUE 2055, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED To Our Clients: Enclosed for your consideration is a prospectus, dated , 2021 (a |
|
February 23, 2021 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY Relating to DISCOVERY COMMUNICATIONS, LLC OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.000% Senior Notes due 2055 ISSUED ON SEPTEMBER 21, 2020 FOR A LIKE PRINCIPAL AMOUNT OF CORRESPONDING 4.000% SENIOR NOTES DUE 2055, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., N |
|
February 23, 2021 |
Statement of Eligibility of U.S. Bank National Association on Form T-1 EX-25.1 5 discovery3870321-ex251.htm STATEMENT OF ELIGIBILITY Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as |
|
February 23, 2021 |
Exhibit 99.1 LETTER OF TRANSMITTAL FOR Discovery Communications, LLC OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 4.000% Senior Notes due 2055 ISSUED ON SEPTEMBER 21, 2020 FOR A LIKE PRINCIPAL AMOUNT OF CORRESPONDING 4.000% SENIOR NOTES DUE 2055, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2021 UNLESS EX |
|
May 17, 2019 |
424B5 1 d701676d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-231160 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities Offered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) 4.125% Senior Notes due 2029 $750,000,000 99.830% $748,725,000 $90,746 Guarantees of 4.125% Seni |
|
May 16, 2019 |
FWP 1 d701676dfwp.htm FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-231160 May 16, 2019 Pricing Term Sheet May 16, 2019 Discovery Communications, LLC $750,000,000 4.125% Senior Notes due 2029 (the “2029 Notes”) $750,000,000 5.300% Senior Notes due 2049 (the “2049 Notes”) Issuer: Discovery Communications, LLC Parent Guarantor: Discovery, Inc. Subsidiary Guara |
|
May 16, 2019 |
Subject to completion, dated May 16, 2019 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-231160-01 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is no |
|
May 1, 2019 |
EX-4.13 2 d940125dex413.htm EX-4.13 Exhibit 4.13 SCRIPPS NETWORKS INTERACTIVE, INC. Company and U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of December 1, 2011 SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4 |
|
May 1, 2019 |
EX-25.7 Exhibit 25.7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
|
May 1, 2019 |
DISC / Discovery Communications, Inc. S-3ASR S-3ASR S-3ASR Table of Contents As filed with the Securities and Exchange Commission on May 1, 2019 Registration No. |
|
May 1, 2019 |
EX-25.5 Exhibit 25.5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
|
May 1, 2019 |
Form of Subordinated Indenture of Scripps Networks Interactive, Inc. EX-4.14 3 d940125dex414.htm EX-4.14 Exhibit 4.14 SCRIPPS NETWORKS INTERACTIVE, INC. Company and U.S. BANK NATIONAL ASSOCIATION Trustee INDENTURE Dated as of November [—], 2011 SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a |
|
March 26, 2019 |
424B3 1 d698436d424b3.htm FINAL PROSPECTUS Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-230073 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 20 |
|
March 22, 2019 |
DISC / Discovery Communications, Inc. S-4/A S-4/A 1 d698436ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on March 22, 2019 Registration No. 333-230073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Discovery Communications, LLC (as the Issuer) Discovery, Inc. (as Guarantor) Scripps Networks Int |
|
March 5, 2019 |
EX-99.3 Exhibit 99.3 DISCOVERY COMMUNICATIONS, LLC OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 2.750% SENIOR NOTES DUE 2019, ISSUED ON APRIL 3, 2018, 2.800% SENIOR NOTES DUE 2020, ISSUED ON APRIL 3, 2018, 3.500% SENIOR NOTES DUE 2022, ISSUED ON APRIL 3, 2018, 3.900% SENIOR NOTES DUE 2024, ISSUED ON APRIL 3, 2018, AND 3.950% SENIOR NOTES DUE 2025, ISSUED ON APRIL 3, 2018, FOR A LIKE PRINCIPAL AMOUNT |
|
March 5, 2019 |
Powers of Attorney (contained on signature pages to the Registration Statement on Form S-4) Form S-4 Table of Contents As filed with the Securities and Exchange Commission on March 5, 2019 Registration No. |
|
March 5, 2019 |
Form of Notice of Guaranteed Delivery EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR DISCOVERY COMMUNICATIONS, LLC. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 2.750% SENIOR NOTES DUE 2019, ISSUED ON APRIL 3, 2018, 2.800% SENIOR NOTES DUE 2020, ISSUED ON APRIL 3, 2018, 3.500% SENIOR NOTES DUE 2022, ISSUED ON APRIL 3, 2018, 3.900% SENIOR NOTES DUE 2024, ISSUED ON APRIL 3, 2018, AND 3.950% SENIOR NOTES DUE 2025, ISSUED ON APRIL 3, |
|
March 5, 2019 |
EX-3.5 2 d698436dex35.htm EX-3.5 Exhibit 3.5 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SCRIPPS NETWORKS INTERACTIVE, INC. First: The name of the Corporation is SCRIPPS NETWORKS INTERACTIVE, INC. (the “Corporation”). Second: Location of the Principal office in Ohio is in the City of Columbus in Franklin County. Third: The number of shares which the Corporation is authorized to have outstand |
|
March 5, 2019 |
EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL FOR Discovery Communications, LLC OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 2.750% SENIOR NOTES DUE 2019, ISSUED ON APRIL 3, 2018, 2.800% SENIOR NOTES DUE 2020, ISSUED ON APRIL 3, 2018, 3.500% SENIOR NOTES DUE 2022, ISSUED ON APRIL 3, 2018, 3.900% SENIOR NOTES DUE 2024, ISSUED ON APRIL 3, 2018, AND 3.950% SENIOR NOTES DUE 2025, ISSUED ON APRIL 3, 2018, FO |
|
March 5, 2019 |
Statement of Eligibility of U.S. Bank National Association on Form T-1 EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer |
|
March 5, 2019 |
EX-3.6 3 d698436dex36.htm EX-3.6 Exhibit 3.6 AMENDED CODE OF REGULATIONS OF SCRIPPS NETWORKS INTERACTIVE, INC. (the “Corporation”) DATED: March 6, 2018 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF SHAREHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 1 Section 6. Voting 2 ARTICLE II DIRECTO |
|
March 16, 2018 |
SNI / Scripps Networks Interactive, Inc. FORM 15 15-12B 1 d551250d1512b.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-34004 SCRIPPS NETWORKS INTERACTIVE, INC |
|
March 12, 2018 |
SNI / Scripps Networks Interactive, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d436270ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement No. 333-152087 Registration Statement No. 333-208245 As filed with the Securities and Exchange Commission on March 12, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152087 Post-Effective Amendment No. |
|
March 12, 2018 |
SNI / Scripps Networks Interactive, Inc. POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 S-8 POS 1 d436270ds8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement No. 333-152087 Registration Statement No. 333-208245 As filed with the Securities and Exchange Commission on March 12, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-152087 Post-Effective Amendment No. |
|
March 7, 2018 |
SNI / Scripps Networks Interactive, Inc. / Scripps Eaton M - SC 13D/A Activist Investment SC 13D/A 1 d506649dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 400 Fort Mitchell |
|
March 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Commiss |
|
March 6, 2018 |
Amended and Restated Articles of Incorporation EX-3.1 2 d545990dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SCRIPPS NETWORKS INTERACTIVE, INC. First: The name of the Corporation is SCRIPPS NETWORKS INTERACTIVE, INC. (the “Corporation”). Second: Location of the Principal office in Ohio is in the City of Columbus in Franklin County. Third: The number of shares which the Corporation is authorized to have outstand |
|
March 6, 2018 |
Amended and Restated Code of Regulations EX-3.2 3 d545990dex32.htm EX-3.2 Exhibit 3.2 AMENDED CODE OF REGULATIONS OF SCRIPPS NETWORKS INTERACTIVE, INC. (the “Corporation”) DATED: March 6, 2018 TABLE OF CONTENTS Page ARTICLE I MEETINGS OF SHAREHOLDERS 1 Section 1. Time and Place of Meetings 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings 1 Section 5. Quorum 1 Section 6. Voting 2 ARTICLE II DIRECTO |
|
March 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-340 |
|
March 6, 2018 |
Section 302 Certifications, as amended Exhibit 31(a) Section 302 Certifications Certifications I, Kenneth W. Lowe, certify that: 1. I have reviewed this annual report on Form 10-K/A of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat |
|
March 6, 2018 |
Section 302 Certifications, as amended Exhibit 31(b) Section 302 Certifications Certifications I, Lori A. Hickok, certify that: 1. I have reviewed this annual report on Form 10-K/A of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state |
|
February 27, 2018 |
Financial Statements and Exhibits, Other Events Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2018 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporat |
|
February 27, 2018 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE February 27, 2018 DISCOVERY COMMUNICATIONS AND SCRIPPS NETWORKS INTERACTIVE ANNOUNCE ELECTION DEADLINE FOR SCRIPPS SHAREHOLDERS Election Deadline Set as 5:00 p.m. (New York City time) on March 2, 2018 SILVER SPRING, Md. and KNOXVILLE, Tenn. ? In connection with their previously announced business combination transaction, Discovery Communications, Inc. (Na |
|
February 27, 2018 |
Earnings to Fixed Charge Ratio Exhibit 12.1 SCRIPPS NETWORKS INTERACTIVE, INC. COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES For the years ended December 31, 2017 2016 2015 2014 2013 Earnings: Income from continuing operations, net of taxes $ 814,351 $ 847,448 $ 778,473 $ 726,808 $ 683,028 Add: Provision for income taxes 496,859 430,330 343,391 301,043 307,623 (Income) loss from equity investees, net (59,758 ) (71,382 ) (80,91 |
|
February 27, 2018 |
Exhibit 31(a) Section 302 Certifications Certifications I, Kenneth W. Lowe, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
|
February 27, 2018 |
Exhibit 31(b) Section 302 Certifications Certifications I, Lori A. Hickok, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme |
|
February 27, 2018 |
Exhibit 32(b) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Lori A. |
|
February 27, 2018 |
Exhibit 32(a) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Kenneth W. |
|
February 27, 2018 |
Material Subsidiaries of Scripps Networks Interactive, Inc. ** EX-21.1 3 sni-ex211268.htm EX-21.1 Exhibit 21.1 Material Subsidiaries of Scripps Networks Interactive, Inc. Name of Subsidiary Jurisdiction of Organization Scripps Networks, LLC Delaware Television Food Network, G.P. (68.7% owned) Delaware The Travel Channel LLC Delaware TVN S.A. Poland TVN Media Sp. Z.o.o Poland |
|
February 27, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-34004 SCRIPPS NETWORKS |
|
February 26, 2018 |
Scripps Networks Interactive reports full year and fourth quarter 2017 operating results sni-ex996.htm Exhibit 99 Scripps Networks Interactive reports full year and fourth quarter 2017 operating results Full Year 2017 Financial Highlights: ? Record consolidated operating revenues of $3.6 billion, an increase of 4.7%; ? Consolidated income from operations before income taxes of $1.3 billion, an increase of 2.6%; ? Consolidated adjusted segment profit(1) of $1.5 billion, an increase of |
|
February 26, 2018 |
8-K 1 sni-8k20180226.htm 4Q 2017 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2018 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 ( |
|
February 9, 2018 |
SNI / Scripps Networks Interactive, Inc. / VANGUARD GROUP INC Passive Investment scrippsnetworksinteractivein.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Scripps Networks Interactive Inc Title of Class of Securities: Common Stock CUSIP Number: 811065101 Date of Event Which Requires Filing of this Statement: December 31, 2017 |
|
November 17, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 d511318d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of registrant as specified in its charter) Ohio 1-34004 61-1551890 (State or other juris |
|
November 7, 2017 |
8-K 1 d492402d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdictio |
|
November 7, 2017 |
SNI / Scripps Networks Interactive, Inc. 8-K (Prospectus) 425 1 d492402d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdictio |
|
November 3, 2017 |
SNI / Scripps Networks Interactive, Inc. 3Q 2017 10-Q (Quarterly Report) 10-Q 1 sni-10q20170930.htm 3Q 2017 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission |
|
November 3, 2017 |
Amendment No. 2 to Employment Agreement between Scripps Networks Interactive, Inc. and Burton Jablin EX-10.48 4 sni-ex1048297.htm EX-10.48 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT BETWEEN SCRIPPS NETWORKS INTERACTIVE, INC. AND BURTON JABLIN Exhibit 10.48 July 28, 2017 Burton Jablin 9721 Sherrill Blvd Knoxville, TN 37932 Re: Amendment No. 2 to Employment Agreement Dear Burton: This Amendment No. 2 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the “Company” |
|
November 3, 2017 |
Amendment No. 1 to Employment Agreement between Scripps Networks Interactive, Inc. and Mark S. Hale EX-10.47 3 sni-ex1047296.htm EX-10.47 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN SCRIPPS NETWORKS INTERACTIVE, INC. AND MARK S. HALE Exhibit 10.47 July 28, 2017 Mark Hale 9721 Sherrill Blvd Knoxville, TN 37932 Re: Amendment No. 1 to Employment Agreement Dear Mark: This Amendment No. 1 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the “Company”), date |
|
November 3, 2017 |
Exhibit 10.46 July 28, 2017 Cynthia L. Gibson 9721 Sherrill Blvd Knoxville, TN 37932 Re: Amendment No. 1 to Employment Agreement Dear Cynthia: This Amendment No. 1 (this “Amendment”) to your Employment Agreement with Scripps Networks Interactive, Inc. (the “Company”) dated as of January 1, 2017 (the “Employment Agreement”) is entered into under the following circumstances: WHEREAS, the Company mai |
|
November 3, 2017 |
Exhibit 10.50 Executive Severance Plan Effective July 27, 2017 scrippsnetworks interactive Scripps Networks Interactive, Inc. Executive Severance Plan (As Amended and Restated effective July 27, 2017) 1.ESTABLISHMENT; PURPOSE. (a)Establishment. Scripps Networks Interactive, Inc. (the "Company") established the Scripps Networks Interactive, Inc. Executive Severance Plan (the "Plan") effective Janua |
|
November 3, 2017 |
EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
November 3, 2017 |
EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
November 3, 2017 |
Employment Agreement between Scripps Networks Interactive, Inc. and Lori Hickok EX-10.49 5 sni-ex1049295.htm EX-10.49 EMPLOYMENT AGREEMENT BETWEEN SCRIPPS NETWORKS INTERACTIVE, INC. AND LORI HICKOK Exhibit 10.49 Kenneth W. Lowe Chairman, Chief Executive Officer and President 9721 Sherrill Boulevard Knoxville, TN 37932 865-560-4328 [email protected] July 28, 2017 Lori Hickok 9721 Sherrill Boulevard Knoxville, Tennessee 37932 Re:Employment Agreement Dear Lori: Scripp |
|
November 3, 2017 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
November 3, 2017 |
Scripps Networks Interactive, Inc. Executive Change in Control Plan EX-10.51 7 sni-ex1051293.htm EX-10.51 SCRIPPS NETWORKS INTERACTIVE, INC. EXECUTIVE CHANGE IN CONTROL PLAN* Exhibit 10.51 EXECUTIVE CHANGE IN CONTROL PLAN TABLE OF CONTENTS Page Article 1. INTRODUCTION 1 Article 2. DEFINITIONS 1 Article 3. PLAN PARTICIPATION 4 Article 4. ACCELERATION OF vESTING of EQUITY AWARDS UPON CHANGE IN CONTROL 4 Article 5. TERMINATION PAYMENT AND OTHER BENEFITS UPON CERTAIN |
|
November 3, 2017 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
November 1, 2017 |
8-K 1 sni-8k20171101.htm 8-KSNI 3Q 2017 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-155 |
|
November 1, 2017 |
Scripps Networks Interactive reports third quarter 2017 operating results sni-ex996.htm Exhibit 99 Scripps Networks Interactive reports third quarter 2017 operating results Third Quarter 2017 Financial Highlights: ? Consolidated operating revenues of $825.5 million; ? Consolidated income from operations before income taxes of $233.5 million; ? Consolidated adjusted segment profit(1) of $303.4 million; ? Consolidated net income per diluted share attributable to SNI share |
|
October 19, 2017 |
Scripps Networks Interactive DEFM14A DEFM14A 1 d450297ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
|
September 11, 2017 |
Discovery Communications 425 (Prospectus) Filed by Discovery Communications, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Scripps Networks Interactive, Inc. Commission File No.: 001-34004 Set forth below are excerpts from the Bank of America Merrill Lynch Media, Communications & Entertainment Conference |
|
September 8, 2017 |
Discovery Communications 425 (Prospectus) Filed by Discovery Communications, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Scripps Networks Interactive, Inc. Commission File No.: 001-34004 FOR IMMEDIATE RELEASE September 8, 2017 Investor Contact: Andrew Slabin [email protected] 212-548-5544 Jack |
|
September 8, 2017 |
Discovery Communications 425 (Prospectus) 425 Filed by Discovery Communications, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Scripps Networks Interactive, Inc. Commission File No.: 001-34004 FOR IMMEDIATE RELEASE September 7, 2017 Investor Contact: Andrew Slabin [email protected] 212-548-5544 |
|
September 8, 2017 |
Discovery Communications 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2017 (September 8, 2017) Discovery Communications, Inc. |
|
September 8, 2017 |
Discovery Communications Announces Debt Offering EX-99.1 2 d456274dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE September 8, 2017 Investor Contact: Andrew Slabin [email protected] 212-548-5544 Jackie Burka [email protected] 212-548-5642 Media Contact: Bill Launder [email protected] 212-548-5693 Discovery Communications Announces Debt Offering SILVER SPRING, Md. – September 8, 2017 – Discovery Communications, Inc. |
|
September 7, 2017 |
Discovery Communications Announces Debt Offering EX-99.1 2 d453588dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE September 7, 2017 Investor Contact: Andrew Slabin [email protected] 212-548-5544 Media Contact: Bill Launder [email protected] 212-548-5693 Discovery Communications Announces Debt Offering SILVER SPRING, Md. – September 7, 2017 – Discovery Communications, Inc. (“Discovery” or the “Company”) (Nasdaq: DISCA, DISC |
|
September 7, 2017 |
Discovery Communications 8-K (Prospectus) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2017 (September 7, 2017) Discovery Communications, Inc. |
|
September 7, 2017 |
For the Six Months Ended June 30, EX-99.2 4 a972017-exhibit992selected.htm EXHIBIT 99.2 Exhibit 99.2 Selected Financial Data. The following table sets forth our selected financial information for the periods presented below (in millions, except per share amounts). The selected statement of operations information for each of the three years ended December 31, 2016 and the selected balance sheet information as of December 31, 2016 a |
|
September 7, 2017 |
Discovery Communications 8-K (Prospectus) 425 1 a972017proforma8kcover.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2017 Discovery Communications, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware |
|
September 7, 2017 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.1 On July 31, 2017, Discovery Communications, Inc. (?Discovery? or "the Company") filed a Current Report on Form 8-K (the "Original Form 8-K") announcing that it entered into an Agreement and Plan of Merger (the ?Merger Agreement?), dated as of July 30, 2017, among Discovery, Scripps Networks Interactive, Inc., an Ohio |
|
August 14, 2017 |
Discovery Communications 8-K (Prospectus) 425 1 a8-ktermloancreditagreemen.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2017 Discovery Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34177 35-2333914 (State or |
|
August 4, 2017 |
EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
August 4, 2017 |
EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
August 4, 2017 |
SNI / Scripps Networks Interactive, Inc. SNI_2Q_2017_10-Q (Quarterly Report) 10-Q 1 sni-10q20170630.htm SNI2Q201710-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fil |
|
August 4, 2017 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
August 4, 2017 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
August 1, 2017 |
EX-99.2 2 d434889dex992.htm EX-99.2 Exhibit 2 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and Discovery Communications, Inc., a Delaware corporation (“Parent”). RECITALS WHEREAS |
|
August 1, 2017 |
SNI / Scripps Networks Interactive, Inc. / Scripps Eaton M - SC 13D/A Activist Investment SC 13D/A 1 d434889dsc13da.htm SC 13D/A CUSIP No. 811065101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Sui |
|
August 1, 2017 |
JOINT FILING AGREEMENT AND POWER OF ATTORNEY EX-99.3 Exhibit 3 JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, in respect of (a) the Class |
|
July 31, 2017 |
Scripps Networks Interactive DEFA14A DEFA14A 1 d394737ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
|
July 31, 2017 |
Scripps Networks Interactive DEFA14A DEFA14A 1 d411907ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
|
July 31, 2017 |
Discovery Communications 8-K (Prospectus) 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2017 Discovery Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34177 35-2333914 (State or other Jurisdiction (Commission (I.R.S. |
|
July 31, 2017 |
EX-99.1 Creating a Premier Real Life Entertainment Company July 31, 2017 Exhibit 99.1Filed by Discovery Communications, Inc.Pursuant to Rule 425 under the Securities Act of 1933, as amendedand deemed filed pursuant to Rule 14a-2under the Securities Exchange Act of 1934, as amendedSubject Company: Scripps Networks Interactive, Inc.Commission File No. 001-34177 Cautionary Statement Concerning Forwar |
|
July 31, 2017 |
EX-99.2 Exhibit 99.2 PRELIMINARY JULY 31, 2017 / 12:00PM, DISCA - Discovery Communications Inc Conference Call to Discuss Q2 2017 Earnings and its Definitive Agreement to Acquire Scripps Networks Interactive, Inc. CORPORATE PARTICIPANTS Bruce L. Campbell Discovery Communications, Inc. - Chief Development, Distribution & Legal Officer David M. Zaslav Discovery Communications, Inc. - CEO, President |
|
July 31, 2017 |
Scripps Networks Interactive DEFA14A DEFA14A 1 d431278ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
|
July 31, 2017 |
EX-99.3 Exhibit 99.3 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this ?Agreement?), by and among the stockholder appearing on the signature page hereto (the ?Stockholder?), Discovery Communications, Inc., a Delaware corporation (?Parent?), and Scripps Networks Interactive, Inc., an Ohio corporation (the ?Company?). RECITALS WHEREAS, as of |
|
July 31, 2017 |
EX-99.2 4 d271819dex992.htm EX-99.2 Exhibit 99.2 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholder listed on the signature page hereto (the “Stockholder”), Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), and Discovery Communications, Inc., a Delaware corporation (“Parent”) |
|
July 31, 2017 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 31, 2017 DISCOVERY COMMUNICATIONS TO ACQUIRE SCRIPPS NETWORKS INTERACTIVE FOR $14.6 BILLION Combination to Accelerate Growth Across Linear, Digital and Short-Form Platforms Around the World and Create a Global Leader in Real Life Entertainment Combined company will have nearly 20% of ad-supported pay-TV viewership in the U.S. Becomes home to five |
|
July 31, 2017 |
EX-2.1 2 d271819dex21.htm EX-2.1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE, INC., DISCOVERY COMMUNICATIONS, INC. and SKYLIGHT MERGER SUB, INC. Dated as of July 30, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING COM |
|
July 31, 2017 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2017 (July 27, 2017) SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Inc |
|
July 31, 2017 |
Scripps Networks Interactive 8-K DEFA14A 1 d271819d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2017 (July 27, 2017) SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or |
|
July 31, 2017 |
EX-99.3 5 d271819dex993.htm EX-99.3 Exhibit 99.3 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholder appearing on the signature page hereto (the “Stockholder”), Discovery Communications, Inc., a Delaware corporation (“Parent”), and Scripps Networks Interactive, Inc., an Ohio corporation (the “Compan |
|
July 31, 2017 |
EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 31, 2017 DISCOVERY COMMUNICATIONS TO ACQUIRE SCRIPPS NETWORKS INTERACTIVE FOR $14.6 BILLION Combination to Accelerate Growth Across Linear, Digital and Short-Form Platforms Around the World and Create a Global Leader in Real Life Entertainment ? Combined company will have nearly 20% of ad-supported pay-TV viewership in the U.S. ? Becomes home to five |
|
July 31, 2017 |
EX-99.2 Exhibit 99.2 EXECUTION VERSION VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this ?Agreement?), by and among the stockholder listed on the signature page hereto (the ?Stockholder?), Scripps Networks Interactive, Inc., an Ohio corporation (the ?Company?), and Discovery Communications, Inc., a Delaware corporation (?Parent?). RECITALS WHEREAS, as of th |
|
July 31, 2017 |
EX-2.1 2 d271819dex21.htm EX-2.1 EXHIBIT 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE, INC., DISCOVERY COMMUNICATIONS, INC. and SKYLIGHT MERGER SUB, INC. Dated as of July 30, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING COM |
|
July 31, 2017 |
8-K 1 d400897d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction o |
|
July 31, 2017 |
EX-99 2 d400897dex99.htm EX-99 Exhibit 99 Scripps Networks Interactive, Inc. reports second quarter 2017 preliminary results KNOXVILLE, Tenn. — July 31, 2017 — Scripps Networks Interactive, Inc. (Nasdaq: SNI) today reported second quarter 2017 preliminary results through income from operations before income taxes. The company will be reporting final results, including, taxes, net income and earnin |
|
July 31, 2017 |
EX-99.1 11 d433093dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE July 31, 2017 DISCOVERY COMMUNICATIONS TO ACQUIRE SCRIPPS NETWORKS INTERACTIVE FOR $14.6 BILLION Combination to Accelerate Growth Across Linear, Digital and Short-Form Platforms Around the World and Create a Global Leader in Real Life Entertainment • Combined company will have nearly 20% of ad-supported pay-TV viewership in th |
|
July 31, 2017 |
GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, NY 10282 EX-10.5 10 d433093dex105.htm EX-10.5 Exhibit 10.5 GOLDMAN SACHS BANK USA GOLDMAN SACHS LENDING PARTNERS LLC 200 West Street New York, NY 10282 PERSONAL AND CONFIDENTIAL July 30, 2017 Discovery Communications, Inc. One Discovery Place Silver Spring, MD 20910 Attention: Fraser Woodford, Senior Vice President, Treasurer PROJECT HOME Commitment Letter Ladies and Gentlemen: Discovery Communications, In |
|
July 31, 2017 |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT EX-4.1 5 d433093dex41.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT This AMENDMENT NO. 2 to RIGHTS AGREEMENT (this “Amendment”), by and between Discovery Communications, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), is effective this 30th day of July, 2017. W I T N E S E T |
|
July 31, 2017 |
Exhibit 10.2 VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this ?Agreement?), by and among the stockholder appearing on the signature page hereto (the ?Stockholder?), Discovery Communications, Inc., a Delaware corporation (?Parent?), and Scripps Networks Interactive, Inc., an Ohio corporation (the ?Company?). RECITALS WHEREAS, as of the date hereof, the Stoc |
|
July 31, 2017 |
PREFERRED SHARE EXCHANGE AGREEMENT Exhibit 10.4 PREFERRED SHARE EXCHANGE AGREEMENT This PREFERRED SHARE EXCHANGE AGREEMENT, dated as of July 30, 2017 (this “Agreement”), is made by and between Discovery Communications, Inc., a Delaware corporation (the “Company”), and Advance/Newhouse Programming Partnership, a New York general partnership (the “Shareholder”). Certain capitalized terms used herein are defined in Article 3 of this A |
|
July 31, 2017 |
EX-3.1 3 d433093dex31.htm EX-3.1 Exhibit 3.1 FORM OF CERTIFICATE OF DESIGNATION OF SERIES A-1 CONVERTIBLE PARTICIPATING PREFERRED STOCK OF DISCOVERY COMMUNICATIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Discovery Communications, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (t |
|
July 31, 2017 |
Exhibit 3.2 FORM OF CERTIFICATE OF DESIGNATION OF SERIES C-1 CONVERTIBLE PARTICIPATING PREFERRED STOCK OF DISCOVERY COMMUNICATIONS, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Discovery Communications, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), in accordance with th |
|
July 31, 2017 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SCRIPPS NETWORKS INTERACTIVE, INC., DISCOVERY COMMUNICATIONS, INC. and SKYLIGHT MERGER SUB, INC. Dated as of July 30, 2017 TABLE OF CONTENTS Page ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 ARTICLE II ORGANIZATIONAL DOCUMENTS OF THE SURVIVING COMPANIES 3 2.1 The Articles of Incorporation 3 |
|
July 31, 2017 |
Exhibit 10.1 VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholder listed on the signature page hereto (the “Stockholder”), Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), and Discovery Communications, Inc., a Delaware corporation (“Parent”). RECITALS WHEREAS, as of the date hereof, the Stockho |
|
July 31, 2017 |
Exhibit 10.3 VOTING AGREEMENT This VOTING AGREEMENT, is made and entered into as of July 30, 2017 (this “Agreement”), by and among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), and Discovery Communications, Inc., a Delaware corporation (“Parent”). RECITALS WHEREAS, as of the date hereof, each Stockholder is the Be |
|
July 31, 2017 |
425 1 d433093d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2017 (July 30, 2017) Discovery Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34177 35-2333914 (State or ot |
|
May 12, 2017 |
Submission of Matters to a Vote of Security Holders 8-K 1 sni-8k20170509.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: (Date of earliest event reported): May 12, 2017 (May 9, 2017) SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Ot |
|
May 5, 2017 |
Scripps Networks Interactive SNI 1Q 2017 10-Q (Quarterly Report) sni-10q20170331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-34004 SCR |
|
May 5, 2017 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
May 5, 2017 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
May 5, 2017 |
Exhibit 10.44 AMENDMENT NO. 1 to AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT This Amendment No. 1 (this “Amendment”) to the Amended and Restated Scripps Family Agreement (the “Agreement”), dated May 19, 2015, by and among The E.W. Scripps Company, an Ohio corporation (“E.W. Scripps”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”) and the individuals and |
|
May 5, 2017 |
Employment Agreement between Scripps Networks Interactive, Inc. and Cynthia L. Gibson EX-10.45 3 sni-ex1045293.htm EX-10.45 Exhibit 10.45 Kenneth W. Lowe Chairman, Chief Executive Officer and President 9721 Sherrill Boulevard Knoxville, TN 37932 865-560-4328 [email protected] January 1, 2017 Cynthia L. Gibson 9721 Sherrill Boulevard Knoxville, Tennessee 37932 Re:Employment Agreement Dear Cynthia: Scripps Networks Interactive, Inc., either directly or through one of its s |
|
May 5, 2017 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
May 5, 2017 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
May 4, 2017 |
Scripps Networks Interactive reports first quarter 2017 operating results sni-ex996.htm Exhibit 99 Scripps Networks Interactive reports first quarter 2017 operating results First Quarter 2017 Financial Highlights: ? Consolidated operating revenues of $855.1 million, an increase of 4.7%; ? Consolidated income from operations before income taxes of $351.0 million; and ? Consolidated adjusted segment profit(1) of $368.7 million. KNOXVILLE, Tenn. ? May 4, 2017 ? Scripps Net |
|
May 4, 2017 |
8-K 1 sni-8k20170331.htm Q1 2017 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): MAY 4, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State |
|
April 27, 2017 |
sni-8k20170424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): APRIL 24, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Inc |
|
April 7, 2017 |
JOINT FILING AGREEMENT AND POWER OF ATTORNEY EX-99.1 2 d368636dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY The undersigned hereby agrees, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that a Joint Schedule 13D or Schedule 13G and any amendment thereto be filed on behalf of each signatory to the Scripps Family Agreement dated October 22, 1995, as amended, |
|
April 7, 2017 |
AMENDMENT NO. 1 TO AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT EX-99.2 3 d368636dex992.htm EX-99.2 Exhibit 2 AMENDMENT NO. 1 TO AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT This Amendment No. 1 (this “Amendment”) to the Amended and Restated Scripps Family Agreement (the “Agreement”), dated May 19, 2015, by and among The E.W. Scripps Company, an Ohio corporation (“E.W. Scripps”), Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Inter |
|
April 7, 2017 |
SC 13D/A 1 d368636dsc13da.htm SC 13D AMENDMENT NO. 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 40 |
|
April 6, 2017 |
Scripps Networks Interactive ESP CORRESP 1 filename1.htm April 6, 2017 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Carlos Pacho, Senior Assistant Chief Accountant Re: Scripps Networks Interactive, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed February 24, 2017 File No. 001-34004 Ladies and Gentlemen: Scripps Networks Interactive, |
|
March 29, 2017 |
Scripps Networks Interactive DEF 14A - 2017 PROXY DEF 14A 1 sni-def14a20170509.htm DEF 14A - 2017 PROXY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p |
|
March 29, 2017 |
Scripps Networks Interactive DEFA14A DEFA14A 1 sni-defa14a20161231.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary |
|
March 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB Number:3235-0101 OMB APPROVAL OMB Number:3235-01 |
|
February 24, 2017 |
Scripps Networks Interactive 10-K (Annual Report) sni-10k20161231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-340 |
|
February 24, 2017 |
Exhibit 31(b) Section 302 Certifications Certifications I, Lori A. Hickok, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme |
|
February 24, 2017 |
EX-21.1 3 sni-ex211238.htm EX-21.1 MATERIAL SUBSIDIARIES Exhibit 21.1 Material Subsidiaries of Scripps Networks Interactive, Inc. Name of Subsidiary Jurisdiction of Organization Scripps Networks, LLC Delaware Television Food Network, G.P. (68.7% owned) Delaware The Travel Channel LLC Delaware TVN S.A. Poland TVN Media Sp. Z.o.o Poland TVN Finance Corp. III AB Sweden |
|
February 24, 2017 |
Exhibit 32(b) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Lori A. |
|
February 24, 2017 |
Exhibit 32(a) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Kenneth W. |
|
February 24, 2017 |
SCRIPPS NETWORKS INTERACTIVE, INC. COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES EXHIBIT 12.1 SCRIPPS NETWORKS INTERACTIVE, INC. COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES For the years ended December 31, 2016 2015 2014 2013 2012 Earnings: Income from continuing operations, net of taxes $ 847,448 $ 778,473 $ 726,808 $ 683,028 $ 849,656 Add: Provision for income taxes 430,330 343,391 301,043 307,623 88,107 (Income) loss from equity investees, net (71,382 ) (80,916 ) (85,631 |
|
February 24, 2017 |
Exhibit 31(a) Section 302 Certifications Certifications I, Kenneth W. Lowe, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
|
February 21, 2017 |
8-K 1 sni-8k20170221.htm FULL YEAR 2016 EARNINGS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 21, 2017 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-15 |
|
February 21, 2017 |
sni-ex996.htm Exhibit 99 Scripps Networks Interactive reports full year and fourth quarter 2016 operating results Record full year revenues driven by strength in U.S. advertising and expanding international business Full Year 2016 Financial Highlights: ? Record consolidated operating revenues of $3.4 billion, an increase of 12.7%; ? Record consolidated advertising revenues of $2.4 billion, an incr |
|
February 13, 2017 |
SNI / Scripps Networks Interactive, Inc. / VANGUARD GROUP INC Passive Investment SC 13G/A 1 scrippsnetworksinteractivein.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: Scripps Networks Interactive Inc Title of Class of Securities: Common Stock CUSIP Number: 811065101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to desi |
|
January 4, 2017 |
SC 13D/A 1 d320346dsc13da.htm SC 13D AMENDMENT NO. 12 CUSIP No. 811065101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Gran |
|
December 16, 2016 |
8-K 1 sni-8k20161215.htm SNI TVN NOTES FULL REDEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): DECEMBER 15, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551 |
|
December 1, 2016 |
Exhibit 99 Media Executive Phil Kent To Be Added to Scripps Networks Interactive’s Board of Directors Former Turner Broadcasting Chief Executive Officer to join in 2017 KNOXVILLE, Tennessee –Dec. |
|
December 1, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): NOVEMBER 29, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Com |
|
November 16, 2016 |
8-K 1 sni-8k20161115.htm SNI TVN NOTES FULL REDEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): NOVEMBER 15, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551 |
|
November 7, 2016 |
Scripps Networks Interactive SNI 3Q 2016 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-34004 SCRIPPS NETWORKS IN |
|
November 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Comm |
|
November 7, 2016 |
Scripps Networks Interactive reports third quarter 2016 financial results EX-99 2 sni-ex996.htm EX-99 Exhibit 99 Scripps Networks Interactive reports third quarter 2016 financial results Third Quarter 2016 Financial Highlights: • Consolidated operating revenues of $803.1 million, a 3.5% increase; • U.S. Networks’ advertising revenues of $477.5 million, a 6.6% increase; • Consolidated net income per diluted share attributable to SNI of $1.12, a 16.8% increase; and • Cons |
|
November 7, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
November 7, 2016 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
November 7, 2016 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
November 7, 2016 |
EX-10.42 2 sni-ex104297.htm EX-10.42 AMENDMENT NO 4 LOWE AGREEMENT Exhibit 10.42 August 30, 2016 Mr. Kenneth W. Lowe c/o Scripps Networks Interactive, Inc. 9721 Sherill Boulevard Knoxville, TN 37932 Re:Employment Agreement Dear Ken: This Amended and Restated Employment Agreement (this “Agreement”), dated as of August 30, 2016 (the “Effective Date”), is entered into by and among Scripps Networks In |
|
November 7, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
October 28, 2016 |
8-K 1 sni-8k20161024.htm 8-KFOODPARTNERSHIPRENEWAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 ( |
|
October 7, 2016 |
SC 13D Amendment # 11 CUSIP No. 811065101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 400 Fort Mitch |
|
September 21, 2016 |
8-K 1 sni-8k20160920.htm SNI TVN NOTES PARTIAL REDEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61- |
|
September 2, 2016 |
8-K 1 sni-8k20160830.htm 8-KLOWE AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): AUGUST 30, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or |
|
August 17, 2016 |
sni-ex9916.htm Exhibit 99.1 TVN FINANCE CORPORATION III AB (PUBL) NOTICE OF PARTIAL REDEMPTION OF €430,000,000 7.375% Senior Notes due 2020 (the "Notes") (Regulation S Notes: Common Code 095467466, ISIN XS0954674668)* (Rule 144A Notes: Common Code 095467458, ISIN XS0954674585)* Reference is hereby made to the indenture dated September 16, 2013 (as supplemented, amended or modified from time to tim |
|
August 17, 2016 |
Financial Statements and Exhibits, Other Events 8-K 1 sni-8k20160817.htm SNI TVN NOTES PARTIAL REDEMPTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): AUGUST 17, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-155 |
|
August 9, 2016 |
Scripps Networks Interactive 10-Q (Quarterly Report) 10-Q 1 sni-10q20160630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
|
August 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Commis |
|
August 9, 2016 |
EX-99 2 sni-ex996.htm EX-99 Exhibit 99 Scripps Networks Interactive reports second quarter 2016 financial results U.S. Networks’ advertising revenues surpass $500 million in a quarter for the first time in the company’s history Second quarter 2016 financial highlights: · Consolidated operating revenues of $892.8 million, a 21.9% increase; · U.S. Networks advertising revenue of $541.0 million, an 8 |
|
August 9, 2016 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
August 9, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
August 9, 2016 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
August 9, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
June 21, 2016 |
Scripps Networks Interactive FORM 144 wksff20160621144.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker 1 (a) NAME OF ISSUER (Please typ |
|
June 6, 2016 |
SC 13D/A 1 d192775dsc13da.htm SC 13D AMENDMENT # 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 400 |
|
May 13, 2016 |
8-K 1 sni-8k20160510.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2016 (May 10, 2016) SCRIPPS NETWORKS INTERACTIVE, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 1-34004 61-1551890 (State or Othe |
|
May 6, 2016 |
Scripps Networks Interactive 10-Q (Quarterly Report) 10-Q 1 sni-10q20160331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number |
|
May 6, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(a) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kenneth W. |
|
May 6, 2016 |
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 EXHIBIT 32(b) Section 906 Certifications CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Lori A. |
|
May 6, 2016 |
EXHIBIT 31(a) Section 302 Certifications CERTIFICATIONS I, Kenneth W. Lowe, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements we |
|
May 6, 2016 |
EXHIBIT 31(b) Section 302 Certifications CERTIFICATIONS I, Lori A. Hickok, certify that: 1. I have reviewed this report on Form 10-Q of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements wer |
|
May 5, 2016 |
EX-99 2 sni-ex9937.htm EX-99 Exhibit 99 Scripps Networks Interactive reports first quarter 2016 financial results Increases full-year adjusted segment profit guidance First quarter 2016 financial highlights: · Consolidated revenues of $816.9 million, a 24.1% increase; · U.S. Networks advertising revenue of $487.3 million, a 13.7% increase; · Consolidated segment profit of $338.4 million, a 31.7% i |
|
May 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Commissio |
|
March 31, 2016 |
Scripps Networks Interactive DEFA14A DEFA14A 1 sni-defa14a20160331.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary |
|
March 31, 2016 |
Scripps Networks Interactive DEF 14A DEF 14A 1 sni-def14a20160510.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary P |
|
March 14, 2016 |
Scripps Networks Interactive 25 25 1 d155787d25.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 1-34004 SCRIPPS NETWORKS INTERACTIVE, INC. New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is |
|
March 14, 2016 |
Scripps Networks Interactive 8-A12B 8-A12B 1 d162565d8a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of registrant as specified in its charter) Ohio 61-1551890 (State of incorporation or organization) (I.R.S. Employ |
|
March 1, 2016 |
8-K 1 sni-8k20160301.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): MARCH 1, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdicti |
|
March 1, 2016 |
EX-99.1 2 sni-ex9916.htm EX-99.1 Exhibit 99.1 Scripps Networks Interactive to Transfer Stock Exchange Listing to Nasdaq Company shares to be listed under existing ticker symbol “SNI” For immediate release March 1, 2016 KNOXVILLE, Tenn. March 1, 2016 – Scripps Networks Interactive (NYSE: SNI) today announced that it has chosen to transfer its common stock listed on the New York Stock Exchange (“NYS |
|
February 29, 2016 |
sni-ex99178.htm Exhibit 99.1 Scripps Networks Interactive Takes Full Ownership of Travel Channel Company also announces sale of minority stake in Fox Sports South regional sports networks KNOXVILLE, Tenn. - Feb. 25, 2016-Scripps Networks Interactive Inc. (NYSE: SNI) has acquired the remaining 35 percent interest in Travel Channel Media from Cox Communications Inc., for $99 million in cash, which i |
|
February 29, 2016 |
sni-ex104319.htm Exhibit 10.43 PURCHASE AGREEMENT This Purchase Agreement (?Agreement?) is made as of the 23rd day of February, 2016, by and between FSN Southern Holdings, Inc., a Colorado corporation (?Fox?), Scripps Networks, LLC, a Delaware limited liability company (?SNLLC?), and FOX-BRV Southern Sports Holdings, LLC, a Delaware limited liability company (the ?Company?). RECITALS A. Fox and SN |
|
February 29, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 sni-8k20160223.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): FEBRUARY 23, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisd |
|
February 29, 2016 |
sni-ex10426.htm Exhibit 10.42 MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of this 25th day of February, 2016, by and among Cox TMI, Inc., a Delaware corporation (the ?Seller?), Cox Communications, Inc., a Delaware corporation (?CCI? and, together with the Seller, the ?Seller Parties?), Gulliver Media Holdings, LL |
|
February 25, 2016 |
Scripps Networks Interactive 10-K (Annual Report) sni-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 1-340 |
|
February 25, 2016 |
EX-10.34 3 sni-ex1034755.htm EX-10.34 Exhibit 10.34 Kenneth W. Lowe Chairman of the Board, President, Chief Executive Officer 9721 Sherrill Blvd. | Knoxville TN 37932 865-560-4328 | fax 865-560-4710 [email protected] assistant: Nancy Walters | [email protected] EXECUTION VERSION February 19, 2015 Joseph G. NeCastro 9721 Sherrill Blvd Knoxville, TN 37932 Re: Amendment No. |
|
February 25, 2016 |
EX-21.1 6 sni-ex211326.htm EX-21.1 MATERIAL SUBSIDIARIES Exhibit 21.1 Material Subsidiaries of Scripps Networks Interactive, Inc. Name of Subsidiary Jurisdiction of Organization Scripps Networks, LLC Delaware Television Food Network, G.P. (69% owned) Delaware TCM Sub, LLC (65% owned) Delaware Travel Channel, LLC (65% owned) Delaware TVN S.A. Poland TVN Media Sp. Z.o.o Poland TVN Finance Corp. III |
|
February 25, 2016 |
Exhibit 32(b) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Lori A. |
|
February 25, 2016 |
Exhibit 32(a) Section 906 Certifications Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002 I, Kenneth W. |
|
February 25, 2016 |
Exhibit 31(a) Section 302 Certifications Certifications I, Kenneth W. Lowe, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
|
February 25, 2016 |
EX-10.35 4 sni-ex1035671.htm EX-10.35 Exhibit 10.35 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Separation Agreement”) is entered by and between Joseph G. NeCastro (the “Executive”) and Scripps Networks Interactive, Inc. (the “Company”) as of the day of February, 2016. 1.Recitals. a.The term "Executive" shall include Executive's heirs, successors, e |
|
February 25, 2016 |
Exhibit 10.24 May 2015 AMENDED AND RESTATED SCRIPPS FAMILY AGREEMENT This Amended and Restated Scripps Family Agreement (this “Agreement”) is entered into this day of , 2015 by the undersigned individuals (the “Family Shareholders”), The E.W. Scripps Company, an Ohio corporation (“E.W. Scripps”), and Scripps Networks Interactive, Inc., an Ohio corporation (“Scripps Networks Interactive”). The term |
|
February 25, 2016 |
SCRIPPS NETWORKS INTERACTIVE, INC. COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES EXHIBIT 12.1 SCRIPPS NETWORKS INTERACTIVE, INC. COMPUTATION OF RATIO EARNINGS TO FIXED CHARGES For the years ended December 31, (in thousands, except ratios) 2015 2014 2013 2012 2011 Earnings: Income from continuing operations, net of taxes $ 778,473 $ 726,808 $ 683,028 $ 849,656 $ 636,648 Add: Provision for income taxes 343,391 301,043 307,623 88,107 246,452 (Income) loss from equity investees, n |
|
February 25, 2016 |
Exhibit 31(b) Section 302 Certifications Certifications I, Lori A. Hickok, certify that: 1. I have reviewed this annual report on Form 10-K of Scripps Networks Interactive, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stateme |
|
February 23, 2016 |
sni-ex996.htm Exhibit 99 Scripps Networks Interactive reports full year and fourth quarter 2015 financial results Double digit growth in full year revenues and segment profit, driven by strength in advertising and expanding international business Full year 2015 financial highlights: ? Revenues increased 13.2 percent to $3.0 billion ? Segment profit increased 11.0 percent to $1.2 billion ? Adjusted |
|
February 23, 2016 |
8-K 1 sni-8k20160223.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisd |
|
February 12, 2016 |
Scripps Networks Interactive SC 13G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A 1 d135698dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811065101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the a |
|
February 10, 2016 |
Scripps Networks Interactive 3G/A (Passive Acquisition of More Than 5% of Shares) SC 13G/A 1 scprippsnetworksinteractinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Scripps Networks Interactive Inc Title of Class of Securities: Common Stock CUSIP Number: 811065101 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to desig |
|
February 8, 2016 |
EX-99.1 2 sni-ex9916.htm EX-99.1 Exhibit 99.1 NeCastro to retire from Scripps Networks Interactive KNOXVILLE, Tenn. [For Immediate Release – February 8, 2016] Joseph G. NeCastro is retiring from Scripps Networks Interactive, after thirteen years with the Scripps group of media companies during which he has served as Chief Financial & Administrative Officer and Chief Development Officer. NeCastro m |
|
February 8, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2016 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisdiction of Incorporation) (Comm |
|
December 31, 2015 |
SSP / Scripps Company / Scripps Eaton M - SC 13D AMENDMENT # 9 Activist Investment SC 13D/A 1 d106475dsc13da.htm SC 13D AMENDMENT # 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Scripps Networks Interactive, Inc. (Name of Issuer) Class A Common Shares (Title of Class of Securities) 811054402 (CUSIP Number) Tracy Tunney Ward Miramar Services, Inc. 250 Grandview Ave., Suite 400 Fo |
|
November 30, 2015 |
Form of Nonqualified Stock Option Agreement (2015 Long-Term Incentive Plan) EX-4.4 EXHIBIT 4.4 FORM OF SCRIPPS NETWORKS INTERACTIVE, INC. NONQUALIFIED STOCK OPTION AGREEMENT Notice of Stock Option Grant Scripps Networks Interactive, Inc., an Ohio corporation (the ?Company?), grants to the Grantee named below, in accordance with the terms of Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the ?Plan?) and this Nonqualified Stock Option Agreement (the ?Agre |
|
November 30, 2015 |
Form of Restricted Share Unit Agreement (Non-Employee Directors) (2015 Long-Term Incentive Plan) EXHIBIT 4.8 FORM OF SCRIPPS NETWORKS INTERACTIVE, INC. RESTRICTED SHARE UNIT AGREEMENT (Non-Employee Directors) Summary of Restricted Share Unit Grant Scripps Networks Interactive, Inc. (the Company), grants to the Grantee named below, in accordance with the terms of the Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the Plan) and this Restricted Share Unit Agreement (the A |
|
November 30, 2015 |
Scripps Networks Interactive FORM S-8 Form S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact Name of Registrant as Specified in its Charter) Ohio 61-1551890 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 9721 Sherrill Boulevard Knoxville, Tennessee |
|
November 30, 2015 |
Form of Performance-Based Restricted Share Unit Agreement (2015 Long-Term Incentive Plan) EX-4.6 4 d54744dex46.htm EX-4.6 EXHIBIT 4.6 FORM OF SCRIPPS NETWORKS INTERACTIVE, INC. PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT Summary of Performance-Based Restricted Share Unit Grant Scripps Networks Interactive, Inc. (the “Company”), grants to the Grantee named below, in accordance with the terms of the Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the “Plan”) and t |
|
November 30, 2015 |
Form of Nonqualified Stock Option Agreement (Non-Employee Directors) (2015 Long-Term Incentive Plan) EX-4.7 EXHIBIT 4.7 FORM OF SCRIPPS NETWORKS INTERACTIVE, INC. NONQUALIFIED STOCK OPTION AGREEMENT (Non-Employee Directors) Summary of Stock Option Grant Scripps Networks Interactive, Inc. (the ?Company?), grants to the Grantee named below, in accordance with the terms of the Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the ?Plan?) and this Nonqualified Stock Option Agreement ( |
|
November 30, 2015 |
Form of Restricted Share Unit Agreement (2015 Long-Term Incentive Plan) EX-4.5 3 d54744dex45.htm EX-4.5 EXHIBIT 4.5 FORM OF SCRIPPS NETWORKS INTERACTIVE, INC. RESTRICTED SHARE UNIT AGREEMENT Summary of Restricted Share Unit Grant Scripps Networks Interactive, Inc., an Ohio corporation (the “Company”), grants to the Grantee named below, in accordance with the terms of Scripps Networks Interactive, Inc. 2015 Long-Term Incentive Plan (the “Plan”) and this Restricted Shar |
|
November 18, 2015 |
8-K 1 sni-8k20151116.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): NOVEMBER 16, 2015 SCRIPPS NETWORKS INTERACTIVE, INC. (Exact name of Registrant as Specified in Its Charter) Ohio 1-34004 61-1551890 (State or Other Jurisd |