Discovery, Inc.’s Agreement with BBC Studios Distribution Limited, pursuant to which it agreed to separate the 50/50 UKTV joint venture with BBC Studios Distribution Limited

Shearman & Sterling advised Discovery, Inc. on the deal

Following completion of the transaction, Discovery will hold UKTV’s lifestyle business (comprising the television channels known as Home, Really and Good Food), and BBC Studios Distribution Limited will hold UKTV’s entertainment business (comprising the television channels known as Dave, Gold, Alibi, Yesterday, Drama, Eden and W).

As part of the separation agreement, in addition to the transfer of UKTV’s lifestyle business, BBC Studios will make payments totalling £173 million to Discovery. This includes a balancing payment in relation to the channel’s acquisition and the assumption of £70 million of debt, currently financed by Discovery. Discovery will also receive at least an additional £10 million from UKTV, as the parties will share the existing cash on the company’s balance sheet, reflecting outstanding dividends and other ancillary value transfers to Discovery through the transaction.

Discovery is a global leader in real life entertainment, serving an audience around the world.

UKTV is a commercial broadcaster reaching nearly 40 million viewers every month.

BBC Studios Distribution Limited is a British television production and distribution company.

Shearman & Sterling advised Discovery, Inc. with a team including Laurence Levy (Picture), Richard Porter, Isla Smith, Philippa Scott, Simon Letherman, Matthew Readings, James Webber, Jordan Altman, Sam Whitaker, Derek Kershaw, Paolisa (Paola) Nebbia, Michael Ward, JB Betker, Simon Thexton, Theodora Dimitrova, Eunjee Chae, Marie-Alexis Valente and Puja Dave.

Involved fees earner: Jordan Altman – Shearman & Sterling; JB Betker – Shearman & Sterling; Eunjee Chae – Shearman & Sterling; Puja Dave – Shearman & Sterling; Theodora Dimitrova – Shearman & Sterling; Derek Kershaw – Shearman & Sterling; Simon Letherman – Shearman & Sterling; Laurence Levy – Shearman & Sterling; Paolisa Nebbia – Shearman & Sterling; Richard Porter – Shearman & Sterling; Matthew Readings – Shearman & Sterling; Philippa Scott – Shearman & Sterling; Isla Smith – Shearman & Sterling; Simon Thexton – Shearman & Sterling; Marie-Alexis Valente – Shearman & Sterling; Michael Ward – Shearman & Sterling; James Webber – Shearman & Sterling; Sam Whitaker – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Discovery Inc.;