AT&T and Discovery Close WarnerMedia Transaction (2024)

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 (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.

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.

AT&T and Discovery Close WarnerMedia Transaction (2024)

FAQs

How to handle the taxes on the AT&T spinoff of Warner Bros.? ›

The spinoff of the Warner Bros. Discovery stock is tax-free to AT&T holders. It is only when investors sell either their AT&T or Warner Bros. stock that taxes could be due.

What is the AT&T Discovery deal? ›

NEW YORK and DALLAS, April 8, 2022 — 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.

Why is AT&T divesting WarnerMedia? ›

AT&T aims to use the proceeds from the WarnerMedia spinoff to pay down net debt, which stood at $156.2 billion at the end of 2021. AT&T is “one of the most heavily debt-laden companies in the United States right now. They need every single dime,” says Snyder.

How many WBD shares will I get? ›

Shares received : 0.241917 x (# of T shares owned) (Remember to include fractional shares.) For example, if you owned 100 T shares, you should receive 0.241917 x 100 = 24.1917 WBD shares.

What are the tax implications of an AT&T spinoff? ›

The Canada Revenue Agency (“CRA”) has determined that the Spin-Off qualifies for tax-free treatment under the Canadian Tax Act, and the CRA has posted such information on its website.

How to report cash in lieu of shares? ›

Report this transaction on Form 8949. Enter your gain or loss, the difference between the cash you receive and the basis of the fractional shares sold, in column (h) of Schedule D (Form 1040) in Part I or Part II, whichever is appropriate."

How much of Warner Bros. Discovery does AT&T own? ›

Under the terms of the agreement, which is structured as an all-stock, Reverse Morris Trust transaction, AT&T would receive $43 billion (subject to adjustment) in a combination of cash, debt securities, and WarnerMedia's retention of certain debt, and AT&T's shareholders would receive stock representing 71% of the new ...

What did Discovery pay for WarnerMedia? ›

Discovery investors voted in approval of the company's $43 billion acquisition of WarnerMedia from AT&T to create Warner Bros. Discovery during a special meeting of stockholders on Friday, marking one of the final formal steps before the transaction can close.

Is the AT&T Discovery merger closing? ›

At the close of business on April 8, 2022, AT&T completed the previously announced transaction to combine AT&T's WarnerMedia business with Discovery by distributing, on a pro rata basis, all of the outstanding common stock of SpinCo to AT&T common stockholders of record as of April 5, 2022 (the “Distribution”).

What will the shareholders get from the AT&T spinoff? ›

(NASDAQ: DISCA, DISCB, DISCK). On the closing date of the transaction, anticipated to be in April, AT&T shareholders will receive, on a tax-free basis, an estimated 0.24 shares of stock in Warner Bros. Discovery, Inc. (WBD) for each share of AT&T common stock.

Who bought out AT&T? ›

On November 18, 2005, SBC Communications purchased its former parent, AT&T Corporation for $16 billion.

How much did AT&T lose on WarnerMedia? ›

Interestingly, the financial community reacted negatively to the merger, but that did not seem to have any effect on AT&T's decision to move forward with the merger despite concerns about its success. Three years after the merger, AT&T divested itself of Time Warner and took a $40 billion loss.

Should I hold WBD stock? ›

WBD Analyst Recommendation Trends

In the current month, WBD has received 12 Buy Ratings, 8 Hold Ratings, and 1 Sell Ratings. WBD average Analyst price target in the past 3 months is $12.07.

How much will WBD stock be worth? ›

Stock Price Forecast

The 19 analysts with 12-month price forecasts for WBD stock have an average target of 13.37, with a low estimate of 7.00 and a high estimate of 20. The average target predicts an increase of 84.29% from the current stock price of 7.26.

Will the new WBD stock pay a dividend? ›

Warner Bros (WBD) does not pay a dividend.

Should I sell Warner Brothers stock? ›

Warner Bros has a consensus rating of Moderate Buy which is based on 9 buy ratings, 6 hold ratings and 1 sell ratings.

Can AT&T waive taxes? ›

Tax Exemption

You can also apply for changes in your account exempt status. In compliance with the laws and regulations made by the various jurisdictions, you must provide AT&T with any required documentation before taxes can be exempted from a bill, invoice, and/or a sales transaction.

Does Warner Bros pay taxes? ›

Warner Bros Discovery annual income taxes for 2023 were $-0.784B, a 52.86% decline from 2022. Warner Bros Discovery annual income taxes for 2022 were $-1.663B, a 804.66% decline from 2021. Warner Bros Discovery annual income taxes for 2021 were $0.236B, a 36.73% decline from 2020.

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