NEW YORK AND DALLAS–(BUSINESS WIRE)–April 8, 2022–
Today, Discovery, Inc. and AT&T Inc. * ( NYSE:T ) announced that they had completed their transaction to combine the WarnerMedia business with Discovery. The combination creates a leading standalone global media and entertainment company, Warner Bros. Discovery, Inc., which will begin trading on the Nasdaq with the start of trading on Monday, April 11, under the new symbol “WBD”.
Warner Bros. Discovery will create and distribute the world’s most differentiated and comprehensive portfolio of content, brands and franchises for television, film and streaming. The new company combines WarnerMedia’s premium entertainment, sports and news assets with Discovery’s leading non-fiction and international entertainment and sports businesses, including Discovery Channel, Discovery+, Warner Bros. Entertainment, CNN, CNN+, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, Investigation Discovery, TLC, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies and others.
“Today’s announcement marks an exciting milestone not only for Warner Bros. Discovery, but also for our shareholders, distributors, advertisers, creative partners and, most importantly, consumers around the world,” said David Zaslav, Chairman and CEO of Warner Bros. Discovery. “Through our collective assets and diverse business model, Warner Bros. Discovery offers the most differentiated and comprehensive content portfolio for film, television and streaming. We believe we can provide more choice to consumers around the world while fostering creativity and creating shareholder value. I can’t wait for the two teams to come together to make Warner Bros. Discovery the best place for impactful storytelling.
“We are at the dawn of a new era of connectivity, and today marks the beginning of a new era for AT&T,” said John Stankey, AT&T CEO. “With the closing of this transaction, we expect to invest at record levels in our growth areas of 5G and fiber, where we have strong momentum, while working to become America’s top broadband company. At the same time, we will place greater emphasis on shareholder returns. We plan to invest for growth, strengthen our balance sheet and reduce our debt, while continuing to pay an attractive dividend that puts us among the best dividend-paying stocks in America.
“At WarnerMedia, Discovery inherits a talented and innovative team and a dynamic, growing global business well positioned to lead the ongoing transformation in media and entertainment, direct-to-consumer distribution and technology. The combination of the two companies will strengthen WarnerMedia’s established and leading position in media and streaming. And our shareholders will now have a meaningful stake in Warner Bros. Discovery and its future successes. We can’t wait to see what the WBD team accomplishes with these state-of-the-art assets. »
Under the terms of the agreement, which was structured as a Reverse Morris Trust transaction, upon closing AT&T received $40.4 billion in cash and WarnerMedia’s retention of certain debt. In addition, AT&T stockholders received 0.241917 of a WBD share for each share of AT&T common stock they held at closing. As a result, AT&T shareholders received 1.7 billion shares of WBD, representing 71% of WBD stock on a fully diluted basis. Existing Discovery shareholders own the remainder of the new company. In addition to their new WBD common stock, AT&T stockholders continue to hold the same number of AT&T common stock that they held immediately prior to the closing.
Discovery, Inc. (Nasdaq: DISCA, DISCB, DISCK) is a global leader in real-life entertainment, serving a passionate audience of superfans around the world with content that inspires, informs and entertains. Discovery delivers more than 8,000 hours of original programming each year and holds category leadership in deeply-loved content genres around the world. Available in 220 countries and territories and in nearly 50 languages, Discovery is an innovative platform, reaching viewers on all screens, including TV Everywhere products such as the GO app portfolio; direct-to-consumer streaming services such as discovery+, Food Network Kitchen and MotorTrend OnDemand; Group Nine Media’s digital and social content; a historic partnership on natural history and factual content with the BBC; and a strategic alliance with PGA TOUR to create the international home of golf. Discovery’s premium brand portfolio includes Discovery Channel, HGTV, Food Network, TLC, Investigation Discovery, Travel Channel, MotorTrend, Animal Planet, Science Channel and the cross-platform joint venture with Chip and Joanna Gaines, Magnolia Network, as well as OWN: Oprah Winfrey Network in the US, Discovery Kids in Latin America and Eurosport, the leading provider of locally relevant premium sports and home of the Olympic Games across Europe. For more information, please visit company.discovery.com and follow @DiscoveryIncTV on social platforms.
About Warner Bros. Discovery
Warner Bros. Discovery (NASDAQ: WBD) is a leading global media and entertainment company that creates and distributes the world’s most differentiated and comprehensive portfolio of content and brands for television, film and streaming. Available in more than 220 countries and territories and in 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences around the world through its iconic brands and products, including: Discovery Channel, Discovery+, CNN, CNN+, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, Investigation Discovery, TLC, TNT , TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Pictures, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies and others. For more information, please visit www.wbd.com.
We help over 100 million American families, friends and neighbors connect in meaningful ways every day. From the first phone call over 140 years ago to our 5G and multi-gig wireless internet offerings today, we @ATT are innovating to improve lives. For more information on AT&T Inc. ( NYSE:T ), please visit us at about.att.com. Investors can learn more about investors.att.com.
AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. under the AT&T brand and not by AT&T Inc. Additional information is available at about.att.com. © 2022 AT&T Intellectual Property. All rights reserved. AT&T, the Globe logo, and other marks are trademarks and service marks of AT&T Intellectual Property and/or AT&T affiliates. All other trademarks contained herein are the property of their respective owners.
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Statement Regarding Forward-Looking Statements
The information in this communication, including financial estimates and statements regarding the timing, completion and expected effects of the transaction between AT&T, Magallanes, Inc. (“Spinco”) and Discovery constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results may differ materially. These estimates and statements include, but are not limited to, statements about the benefits of the transaction, including future financial and operating results, plans, goals, expectations and intentions of the combined company Spinco and Discovery, and other statements that are not historical facts. These statements are based on the current beliefs and expectations of the management of AT&T and Discovery and are subject to significant risks and uncertainties beyond our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: risks that the anticipated tax treatment of the transaction will not be achieved; risks related to litigation related to the transaction; the risk that the integration of Discovery and Spinco will be more difficult, time-consuming or costly than expected; risks related to the perceptions of the financial community and rating agencies of AT&T and Discovery and its business, operations, financial condition and the industry in which it operates; risks relating to disruption of ongoing business operations management time due to the merger; failure to realize the expected benefits of the merger; the effects of the announcement, pending or completion of the merger on AT&T, Spinco or Discovery’s ability to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and their results of operations and business generally; and risks relating to the potential impact of general economic, political and market factors on the companies or the transaction. The effects of the COVID-19 pandemic may lead to currently unknown risks or amplify the risks associated with the above factors.
These risks, as well as other risks associated with the transaction, are described in more detail in the proxy statement/prospectus included in the registration statement on Form S-4 filed by Discovery with the SEC under of the transaction, the registration statement on Form 10 filed by Spinco with the SEC in connection with the transaction and the information statement made available to AT&T stockholders in connection with the transaction. Discussions of additional risks and uncertainties are contained in AT&T and Discovery’s filings with the Securities and Exchange Commission. Neither AT&T nor Discovery is under any obligation, and each expressly disclaims any obligation, to update, modify or otherwise revise any forward-looking statements, written or oral, which may be made from time to time, that whether as a result of new information, future events or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
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PUBLISHED: 08/04/2022 18:02 / DISK: 08/04/2022 18:02