SNI Scripps Networks Interactive, (delisted)

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 2, 2015

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (865) 694-2700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed by Scripps Networks Interactive, Inc. (the “Company”) on a Current Report on Form 8-K, on July 1, 2015, Southbank Media, Ltd. (“Southbank”), an indirect wholly-owned subsidiary of the Company, completed the previously announced acquisition (the “Transaction”) of all of the outstanding shares of N-Vision B.V. (“N-Vision”) from ITI Media Group Limited and Groupe Canal+ S.A. (the “Sellers”).  Pursuant to Polish takeover law, within three months of the Transaction closing Southbank is required to initiate a tender offer to purchase at least up to 66% of the outstanding shares of TVN, which would include the shares acquired by Southbank in the Transaction.  On June 9, 2015, the Company announced its intention to tender to purchase 100% of the outstanding shares of TVN.  

On July 6, 2015, Southbank filed with the Polish Financial Supervision Authority (the “PFSA”) the tender offer documentation required under Polish law to effectuate a tender to purchase 100% of the outstanding shares of TVN at a price of 20.00 Polish Zloty (“PLN”) per TVN share. The total value of the TVN shares Southbank intends to purchase in the tender offer amounts to PLN 3,219 million. Under Polish law, the PFSA has until July 21, 2015 to review the tender offer documentation and request changes, if any. Following the PFSA review of the tender offer documentation and, to the extent requested by the PFSA, any changes thereto, a 30-day tender offer subscription period will commence on July 24, 2015, during which period the TVN shareholders will be able to tender their shares. Southbank expects to conclude the tender offer by September 1, 2015.  

Additionally, on July 2, 2015, Polish Television Holding B.V., a wholly-owned subsidiary of N-Vision, notified the holders of its €300 million 11%/12% Senior PIK Toggle Notes due 2021 (the “PIK Notes”) of its intention to redeem the PIK Notes in full.  The redemption date for the PIK notes will be August 1, 2015.  The full text of the notice is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Index

Exhibit 99.1

NOTICE OF REDEMPTION

Polish Television Holding B.V.

(the “Issuer”)

€300,000,000 11.00%/12.00% Senior PIK Toggle Notes due 2021 (the “Notes”)

ISIN: XS0954676366 (Regulation S) and XS0954674239 (Rule 144A)

Common Code: 095467636 (Regulation S) and 095467423 (Rule 144A)

Redemption Date: August 1, 2015

Notice is hereby given pursuant to paragraph 7 of the Notes and Section 3.4 of the indenture dated as of September 19, 2013 (the “Indenture”), by and among, inter alios, the Issuer, N-Vision B.V., as parent pledgor, and The Bank of New York Mellon, London Branch, as trustee, paying agent and transfer agent (the “Paying Agent”), that the Issuer has elected to redeem all of the Notes that remain outstanding on August 1, 2015 pursuant to Sections 3.1 and 11.1 of the Indenture and paragraph 7(a) of the Notes.

The terms and conditions of the redemption are as follows:

1. The redemption date for the Notes will be August 1, 2015 (the “Redemption Date”). The record date, on which any holder of Notes must hold any Notes to be entitled to the Redemption Price (as defined below), will be July 31, 2015. The date on which payment will be made for Notes that have been redeemed will be August 3, 2015 (the “Redemption Payment Date”).

2. The redemption price of the Notes is 100% of the principal amount of the Notes to be redeemed, plus the

Applicable Premium as of, and accrued and unpaid interest from, July 15, 2015 (the last interest payment date for which interest on the Notes will be paid) to (but not including) the Redemption Date, and Additional Amounts, if any (the “Redemption Price”).

3. The Notes called for redemption must be surrendered to The Bank of New York Mellon, London Branch as

Paying Agent, at One Canada Square, London E14 5AL, United Kingdom, Facsimile No.: +44 (0)20 7964 2536, Attention: Corporate Trust Administration to collect the Redemption Price.

4. Unless the Issuer defaults in making such redemption payment, interest and Additional Amounts, if any, on the Notes called for redemption shall cease to accrue on and after the Redemption Date, and the only remaining right of holders of such Notes is to receive payment on the Redemption Payment Date of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed.

5. The Notes will be redeemed in full accordance with paragraph 7(a) of the Notes and Article III of the Indenture.

6. The ISIN and Common Code numbers in relation to the Notes being redeemed are as set forth above. No representation is made as to the correctness or accuracy of such numbers listed in this Notice of Redemption or printed on the Notes. Reliance may be placed only on the other identification numbers printed on the Notes.

Terms used but not defined herein have the meanings ascribed to them in the Indenture.

Any questions regarding this Notice of Redemption should be directed to the Issuer at:

Polish Television Holding B.V.

De Boelelaan 7

1083 HJ Amsterdam

The Netherlands

Attention: Managing Director

Issued by: Polish Television Holding B.V.

Dated: July 2, 2015

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