Combination of Discovery and WarnerMedia
Creates Warner Bros. Discovery, Global Leader in Entertainment and
Streaming
Warner Bros. Discovery to Begin Trading on the
Nasdaq as “WBD” on Monday, April 11
Today Discovery, Inc. and
AT&T Inc.* (NYSE:T) announced that they have closed their
transaction to combine the WarnerMedia business with Discovery. The
combination creates a premier 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 ticker symbol “WBD.”
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20220408005578/en/
Warner Bros. Discovery will create and distribute the world’s
most differentiated and complete portfolio of content, brands and
franchises across 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 just for
Warner Bros. Discovery but for our shareholders, our distributors,
our advertisers, our creative partners and, most importantly,
consumers globally,” said David Zaslav, Warner Bros. Discovery
chief executive officer. “With our collective assets and
diversified business model, Warner Bros. Discovery offers the most
differentiated and complete portfolio of content across film,
television and streaming. We are confident that we can bring more
choice to consumers around the globe while fostering creativity and
creating value for shareholders. I can’t wait for both teams to
come together to make Warner Bros. Discovery the best place for
impactful storytelling.”
“We are at the dawn of a new age of connectivity, and today
marks the beginning of a new era for AT&T,” said John Stankey,
AT&T chief executive officer. “With the close of this
transaction, we expect to invest at record levels in our growth
areas of 5G and fiber, where we have strong momentum, while we work
to become America’s best broadband company. At the same time, we’ll
sharpen our focus on returns to shareholders. We expect to invest
for growth, strengthen our balance sheet and reduce our debt, all
while continuing to pay an attractive dividend that puts us among
the top dividend paying stocks in America.
“In WarnerMedia, Discovery inherits a talented and innovative
team and a dynamic growing and global company that is well
positioned to lead the transformation that’s taking place across
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 significant stake
in Warner Bros. Discovery and its future successes. We look forward
to seeing what the WBD team accomplishes with these
industry-leading assets.”
Under terms of the agreement, which was structured as a Reverse
Morris Trust transaction, at close AT&T received $40.4 billion
in cash and WarnerMedia’s retention of certain debt. Additionally,
shareholders of AT&T received 0.241917 shares of WBD for each
share of AT&T common stock they held at close. As a result,
AT&T shareholders received 1.7 billion shares of WBD,
representing 71% of WBD shares on a fully diluted basis.
Discovery’s existing shareholders own the remainder of the new
company. In addition to their new shares of WBD common stock,
AT&T shareholders continue to hold the same number of shares of
AT&T common stock they held immediately prior to close.
About DISCOVERY
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 over 8,000 hours of original
programming each year and has category leadership across deeply
loved content genres around the world. Available in 220 countries
and territories and nearly 50 languages, Discovery is a platform
innovator, reaching viewers on all screens, including TV Everywhere
products such as the GO portfolio of apps; direct-to-consumer
streaming services such as discovery+, Food Network Kitchen and
MotorTrend OnDemand; digital-first and social content from Group
Nine Media; a landmark natural history and factual content
partnership with the BBC; and a strategic alliance with PGA TOUR to
create the international home of golf. Discovery’s portfolio of
premium brands includes Discovery Channel, HGTV, Food Network, TLC,
Investigation Discovery, Travel Channel, MotorTrend, Animal Planet,
Science Channel, and the multi-platform JV with Chip and Joanna
Gaines, Magnolia Network, as well as OWN: Oprah Winfrey Network in
the U.S., 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
corporate.discovery.com and follow @DiscoveryIncTV across 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 complete portfolio of content and brands
across television, film and streaming. Available in more than 220
countries and territories and 50 languages, Warner Bros. Discovery
inspires, informs and entertains audiences worldwide 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.
*About AT&T
We help more than 100 million U.S. families, friends and
neighbors connect in meaningful ways every day. From the first
phone call 140+ years ago to our 5G wireless and multi-gig internet
offerings today, we @ATT innovate to improve lives. For more
information about AT&T Inc. (NYSE:T), please visit us at
about.att.com. Investors can learn more at 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
affiliated companies. All other marks contained herein are the
property of their respective owners.
© 2022 AT&T Intellectual Property. All rights reserved.
AT&T and the Globe logo are registered trademarks of AT&T
Intellectual Property.
Statement Concerning Forward-Looking Statements
Information set forth in this communication, including any
financial estimates and statements as to the expected timing,
completion and 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 might differ materially. Such
estimates and statements include, but are not limited to,
statements about the benefits of the transaction, including future
financial and operating results, the combined Spinco and Discovery
company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of the management of
AT&T and Discovery and are subject to significant risks and
uncertainties outside of 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 is not
obtained; risks related to litigation brought in connection with
the transaction; the risk that the integration of Discovery and
Spinco being more difficult, time consuming or costly than
expected; risks related to financial community and rating agency
perceptions of each of AT&T and Discovery and its business,
operations, financial condition and the industry in which it
operates; risks related to disruption of management time from
ongoing business operations due to the merger; failure to realize
the benefits expected from the merger; effects of the announcement,
pendency or completion of the merger on the ability of AT&T,
Spinco or Discovery to retain customers and retain and hire key
personnel and maintain relationships with their suppliers, and on
their operating results and businesses generally; and risks related
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 give rise to risks that are currently unknown
or amplify the risks associated with the foregoing factors.
These risks, as well as other risks associated with the
transaction, are more fully discussed in the proxy
statement/prospectus included in the registration statement on Form
S-4 filed by Discovery with the SEC in connection with 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’s shareholders in connection
with the transaction. Discussions of additional risks and
uncertainties are contained in AT&T’s 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, alter, or otherwise revise any
forward-looking statements, whether written or oral, that may be
made from time to time, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220408005578/en/
Fletcher Cook AT&T Inc. Phone: (214) 912-8541 Email:
fletcher.cook@att.com
Brittany Siwald AT&T Inc. Phone: (214) 202-6630 Email:
brittany.a.siwald@att.com
Warner Bros. Discovery Nathaniel Brown
Nathaniel_Brown@discovery.com
Discovery (NASDAQ:DISCA)
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