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Acquisition of Time Warner by AT&T

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2016 to 2018 business transaction

Acquisition of Time Warner by AT&T
Logo before the acquisition
Logo after the acquisition
InitiatorAT&T Inc.
TargetTime Warner Inc.
TypeVertical Merger
Cost
  • US$85.4 billion, equivalent to $111.9 billion in 2024 (cost alone)
  • US$108.7 billion, equivalent to $142.4 billion in 2024 (assumed debt included)
InitiatedOctober 22, 2016
CompletedJune 14, 2018
Resulting entityTime Warner would be renamed toWarnerMedia
StatusClosed

AT&T Inc. (then the world's largesttelecom company)[1] declared its intent on October 22, 2016, to acquireTime Warner Inc. (themedia conglomerate owner ofWarner Bros.,Turner Broadcasting, andHome Box Office), for $85.4 billion.[2] The landmark deal was subjected toregulatory scrutiny and led theDepartment of Justice to sue AT&T on November 20, 2017, in anantitrust lawsuit to block the acquisition.[3] AT&T and the Justice Department went through a six-week court battle from March to June 2018 that concluded in theU.S. District Courts ruling in AT&T's favor on June 12, 2018.[4] After the acquisition closed, Time Warner was takenprivate, renamed to WarnerMediaLLC, and integrated asan AT&T-owned subsidiary.[5]

The Justice Departmentappealed to theD.C. Circuit Court of Appeals,[6] but after the courts upheld the acquisition, the DOJ ended its efforts to reverse the merger.[7] In October 2018, AT&T announced plans to develop astreaming service using WarnerMedia's content library and later launchedHBO Max on May 27, 2020.[8][9] After nearly three years of running WarnerMedia, AT&T announced on May 17, 2021, that it wouldspin-off its media division through aReverse Morris Trust transaction to merge it withDiscovery Inc.[10] TheM&A deal faced little opposition, and theDiscovery/WarnerMedia merger closed on April 8, 2022, leading toWarner Bros. Discovery's establishment.[11]

Background history

[edit]
Main articles:History of AT&T,WarnerMedia, andTelecommunications Act of 1996

Corporate affairs of AT&T

[edit]
AT&T'sWhitacre Tower (located inDallas,Texas)

In July 1877,Alexander Graham Bell (inventor of thetelephone) and members of theBell Patent Association founded theBell Telephone Company as the world's first telecommunications company. On March 5, 1885, Bell Telephone established theAmerican Telephone and Telegraph Company (AT&T Corporation) and merged with it in 1889. AT&T became theparent company of theBell System, a network of regional telecom companies, and underTheodore Newton Vail's leadership, adopted the slogan "One Policy, One System, Universal Service." For nearly acentury, AT&T dominated virtually all industries of America's telephone sector in a regulatedmonopoly, earning it the nickname of "Ma Bell". On November 20, 1974, the Justice Department sued AT&T on accounts ofantitrust violations in the case ofUnited States V. AT&T (1984).[12][13]

AT&T spent several years fighting the lawsuit, but in 1982, itsettled with the DOJ tobreakup the Bell System intoseven regional "Baby Bell" companies,[14] a change that went into effect on January 1, 1984.[15][16] After the breakup, AT&T spent the next twenty years venturing into growing telecom sectors. In 1992, it acquired 1/3 ofMcCaw Cellular Communications and purchased the remainingshares in 1994 for $11.5 billion, folding it intoAT&T Wireless.[17] AT&T also acquiredTele-Communications andMediaOne, andconsolidated them intoAT&T Broadband.[18][19] By 2000, AT&T was the largest Americancable operator andbroadband supporter, but despite this, AT&T unveiled plans to restructure into smaller companies by 2002.[20][21]SBC Communications, the smallest of the baby bells, emerged in 1984 and went on to acquire several baby bell companies followingderegulated telecom regulations after the passage of the1996 Telecommunications Act. In 2005, SBC acquired its former parent, AT&T Corp, and renamed itself to AT&T Inc., while retaining its previous history.[22][23] With theBellSouth acquisition in 2006, AT&T reconstituted much of its former Bell System.[24][25]

TheTime Warner Center, headquarters of WarnerMedia/Time Warner from 2004 to 2019.

Corporate affairs of Time Warner

[edit]

Time Warner was established from theTime Inc./Warner Communications merger from 1989 to 1990.[26][27] Warner Communications, led bySteven Ross, began asKinney National Service in the 1960s and transitioned towardsentertainment after buying outWarner Bros.-Seven Arts.[28] Time Inc., co-founded byHenry Luce andBriton Hadden, launched severalmagazine lines, includingTime,Fortune,Life, andPeople, and became the largest magazine publisher. In the1990s, Time Warner formed the Time Warner Entertainmentlimited partnership with companies likeToshiba andUS West (a Baby Bell).[29][30] Time Warner also acquired theAtlanta-basedTurner Broadcasting System and gained a multitude of cable networks likeCNN andTBS, along with theNew Line Cinemafilm studio.[31] By 1998, US West's 25%stake in Time Warner was transferred to MediaOne and later AT&T, marking the first relations between the companies.[32][33] In 2000, theVirginia-basedAmerica Online (AOL) agreed to acquire Time Warner in a deal valued at over $150 billion. The merger was thelargest of its time and happened at the height of theDot-com bubble.[34][35]

The AOL/Time Warner merger, finalized on January 11, 2001,[36] aimed to create adiversified conglomerate combiningtraditional anddigital media, but the anticipatedsynergies between the two companies never materialized, and the merger became one of the most infamous in history. AOL Time Warner'sshare price also saw a steady decline in 2001, peaking at $71 and dropping to record lows of $8.70 pershare. In 2003, the company madecorporate history when it announced toshareholders in itsannual report, that it experienced an annual loss of $98.7 billion during 2002, thelargest ever experienced by a company.[37] Corporate clashes and ongoing losses led numerousexecutives likeGerald Levin,Steve Case, andTed Turner to resign.[38][39] AOL Time Warner renamed itself to Time Warner in October 2003 and the company led efforts to restore shareholder faith.[40][41] Long-time subsidiaries likeWarner Music Group,AOL Time Warner Book Group, andTime Warner Cable were either sold or spun off to bring down the company's debt load.[42] On December 9, 2009, Time Warner spun off AOL as a standalone company, bringing an end to the merger.[43][44]

Merger developments

[edit]
Randall L. Stephenson, the CEO and Chairman ofAT&T from 2007 to 2021
Jeff Bewkes,Time Warner Chairman and CEO (2008 - 2018)

Leadup to the acquisition

[edit]

After splitting off theTime Warner Cable division, Time Warner was no longer the world's largestmedia conglomerate.[45] In 2014, the company also spun offTime Inc., to focus solely oncontent creation.[46][47]21st Century Fox attempted to acquire Time Warner but later withdrew its bid following little support.[48] Boththe Walt Disney Company andApple held talks with Time Warner CEOJeff Bewkes about a possible Time Warner acquisition but were similarly unsuccessful.[49][50][51]Randall Stephenson, who became AT&T's Chairman and CEO in 2007, led the company's move into entertainment. AT&T partnered withThe Chernin Group to create theOtter Mediajoint venture, and it also acquiredDirecTV in 2015 for $49 billion, becoming then largestpay-TV provider in the world.[52][53] Eventually, AT&T became interested in buying alegacy media firm and held talks withShari Redstone about acquiringCBS Corporation but later rescinded these efforts.[54][55]

By October 20, 2016, senior executives of AT&T and Time Warner were reported to be in talks for a potential merger.[56][57] FormerFox Executive,Peter Chernin stated, "There’s a lot that’s attractive about Time Warner." After several days of media speculation, AT&T officially announced on October 22, 2016, that it had reached a deal to acquire Time Warner for $85.4 billion and take on its debts of $21.3 billion, totaling the offer to $108.7 billion.[58] AT&T said it would issue existing Time Warner shareholders $107.50 per share, with half paid in cash and the other half in AT&Tstock.[59] Jeff Bewkes said, “This is a natural fit between two companies with great legacies of innovation that have shaped the modern media and communications landscape."[60] Analyst Michael Nathanson referred to Time Warner as "the last scaled content play that’s acquirable," noting that other media giants like Disney were either too large to purchase orfamily-controlled, such as21st Century Fox andViacom. Once finalized, the Time Warner acquisition would mark AT&T's biggest purchase since acquiringBellSouth in 2006, and analysts estimated it could leave the telecom giant with nearly 200 billion in debt.[61]

Bloomberg News reported on October 24, 2016, that merger talks between AT&T and Time Warner actually began in August 2016 during a dinner atMartha's Vineyard. Peter Chernin convinced Randall Stephenson of the immense value of Time Warner's content library, with Stephenson saying “Chernin was the one who first got me to appreciate the library that this company own. That’s when I got it in my mind that these two companies could work together.” Several days later, Bewkes and Stephenson met at theTime Warner Center and came in agreement over shifting media trends and within weeks, AT&T and Time Warner were involved in merger discussions. Code names were used to maintain secrecy: “Lily” for AT&T and “Rabbit” for Time Warner and only a small circle of executives and bankers knew of the merger. The goals were to combine AT&T's distribution network (DirecTV,broadband internet,mobile data) with Time Warner's content (Warner Bros,HBO,Turner). Some at Time Warner were surprised at how quickly AT&T was moving after already acquiring DirecTV purchase.[62]

Reactions and Antitrust challenges

[edit]
PresidentDonald Trump during hisFirst Term (2017 - 2021)
Makan Delrahim, Former Asst. Attorney General for the DOJ's antitrust division

The AT&T/Time Warner merger received immediate regulatory and political backlash.[63] During the2016 Presidential Election,Donald Trump criticized the merger, stating, "AT&T is buying Time Warner, a deal that we will not approve in my administration because it is too much concentration of power in the hands of too few.”Hillary Clinton never issued a response, though hercampaign voiced concern about the acquisition.[64]Congressional Senators were also critical of the deal.[65] SenatorsMike Lee andAmy Klobuchar, members of theSenate Judiciary Subcommittee on Antitrust, released a joint statement saying, "An acquisition of Time Warner by AT&T would potentially raise significant antitrust issues, which the subcommittee would carefully examine."[66]Peter Navarro, then Trump'seconomic advisor, also issued a statement opposing the deal.[67]Bernie Sanders urged the Justice Department to block the Time Warner-AT&T merger, stating “This proposed merger is just the latest effort to shrink our media landscape."[68] During meetings withCNBC andThe Wall Street Journal held between October 24 and October 25, 2016, Randall Stephenson downplayed concerns of withholding Time Warner's content from competitors and Jeff Bewkes said the merger would help increase competition.[69][70]

Wall Street responded to the AT&T/Time Warner merger with skepticism, and many compared it to theComcast/NBCUniversal merger.Steve Case, the formerAOL CEO, reflected on the AOL-Time Warner merger and cautioned AT&T to avoid repeating mistakes that hindered business synergies.[71]Variety predicted the merger would unleash a new wave of megamergers.[72]Senator Blumenthal said AT&T's Time Warner acquisition was vastly different from theComcast-NBC deal due to involvingwireless and national platforms.[73] On October 27, 2024, theSenate Subcommittee on Antitrust invited Stephenson and Bewkes to theU.S. Capitol for a December 2016 hearing on the merger. By November 4, 2016, AT&T and Time Warner submitted regulatory filing to receive DOJ clearance. After Trump defeated Clinton and won the Presidential Election on November 9, 2016, renewed concern emerged over whether Trump would follow through on his plans to block the merger.[74][75] Telecom analyst Doug Barke said, "Trump was quite clear in his distaste for the merger and no doubt the odds of its successful completion are lower this morning than yesterday.” Stephenson and Bewkes appeared at the December 7, 2016, Senate hearing to explain their merger rationale.[76][77][78] Prominent figures present includedMark Cuban andGene Kimmelman.[79][80]Michael Reagan, the adopted son ofPresident Ronald Reagan, defended Trump's worries about the merger.[81] Days beforeTrump's inauguration, Stephenson and several AT&T executives met with Trump, though the merger was not discussed.[82] On January 17, 2017, Stephenson toldWSJ’sMatt Murray that job creation andtax reform were discussed with Trump.[83] On February 15, 2017, Time Warner shareholders approved AT&T's takeover, with the acquisition set to close in late 2017.[84]

Ajit Pai, thenFCC Chairman, passed the reviewing decision of the AT&T/Time Warner merger to the Justice Department on February 28, 2017.[85] TheEuropean Commission approved AT&T's acquisition on March 16, 2017.[86]John Stankey, a longtime AT&T executive, was named Time Warner's next CEO on July 14, 2017.[87] In an interview withThe Hollywood Reporter on August 9, 2017, Stankey stated that AT&T would respect Time Warner'sHollywood-driven culture.[88]Mexican regulators approved the acquisition on August 22, 2017, whileBrazilian regulators, despite concerns over media concentration, approved it on October 24, 2017.[89] Randall Stephenson andMakan Delrahim, thenAssistant Attorney General for theDOJ's antitrust division, met on November 8, 2017, to discuss potential sales ofDirecTV orTurner Broadcasting to clear regulatory hurdles.[90] However, the Justice Department unexpectedly sued AT&T on November 20, 2017, to block the acquisition.[91] President Trump, in his first response to the acquisition since taking office, said “Personally, I’ve always felt that was a deal that’s not good for the country."[92]United States V AT&T, marked the second legal battle between AT&T and the DOJ since theBell System breakup, following AT&T'sfailed bid forT-Mobile in 2011. Many onWall Street were surprised by the lawsuit as the DOJ previously approved theComcast/NBCUniversal merger. AT&T described the lawsuit as a "radical and inexplicable departure from decades of antitrust precedent," while the DOJ said the acquisition would "greatly harm American consumers." As conspiracies arose over the lawsuit secretly being aboutCNN's coverage of theTrump Administration, Stephenson said he was unsure but reiterated that AT&T would not sell.[93]

Overseeing WarnerMedia

[edit]
Main articles:United States v. AT&T (2019),Dissolution of Turner Broadcasting System, andHBO Max

Court trial and Restructuring efforts

[edit]
U.S. District JudgeRichard J. Leon, who approved the acqusition
John Stankey, current CEO and Chairman of AT&T. Former CEO of WarnerMedia

TheConsumer Federation of America called for blocking AT&T's acquisition of Time Warner, describing it as one of the most damaging vertical mergers in recent history.[94] Settlement talks between AT&T and the Justice Department failed by December 19, 2017, and a court trial was scheduled to begin in March 2018.[95] If the DOJ were to win, AT&T would either end efforts to acquire Time Warner, divest ownership of DirecTV, or acquire Time Warner without Turner Broadcasting or CNN. Time Warner and AT&T extended the merger deadline to June 21, 2018.[96][97] The court trial began on March 19, 2018, and was supervised byDistrict JudgeRichard J. Leon. (the same judge who approved the Comcast/NBCUniversal deal)[98][99] Thecourt trial was often called the antitrust case of the century, as it was the most significant regulatory review into entertainment since the1948 Paramount decree.[100] The DOJ said the trial “will chart the course for the future of video-content delivery in the United States.” Previously, the Justice Department claimed that a merged AT&T and Time Warner would result in less competition and higher prices for consumers. AT&T and Time Warner argued that merging would help them better compete withBig Tech giants likeGoogle,Facebook, andApple. Representing the DOJ wasCraig Conrath, whileDaniel Petrocelli represented AT&T and Time Warner jointly. Petrocelli informed Judge Leon that Bewkes and Stephenson would testify soon.

Jeff Bewkes testified on April 18, 2019, and assured that AT&T would not withhold Time Warner content from competitors.[101] Stephenson testified on April 19, 2018, and said acquiring Time Warner presented AT&T with a rare opportunity.[102] On June 12, 2018, Judge Leon ruled AT&T could proceed with purchasing Time Warner and that the merger did not harm consumers.[103][104][105]Makan Delrahim said outside the courtroom that the DOJ would review Judge Leon's decision "and see the impact on other mergers." The DOJ said, "we will closely review the Court's opinion and consider next steps in light of our commitment to preserving competition for the benefit of American consumers." The acquisition closed on June 14, 2018, with Time Warner goingprivate and becoming anLLC. Itsticker symbol (TWX) wasdelisted from thestock market, and itsBoard of Directors was disbanded. AT&T renamed Time Warner to WarnerMedia on June 15, 2018, and the company'sfinancial statements were reported under AT&T'sSEC filings.[106] Jeff Bewkes resigned as WarnerMedia CEO andJohn Stankey assumed the role.[107]Variety interviewed Stankey on June 18, 2018, and he acknowledged that purchasing WarnerMedia left AT&T with a debt load of over 180 billion but said it was manageable. Stankey also said he would familiarize himself with WarnerMedia 24,000 employees, saying " I need to pull some of the mystery out of the equation." When asked about changes to WarnerMedia, Stankey said AT&T would not immediately restructure the company but did say there would be integration between AT&T's data-mining expertise and WarnerMedia's content creation abilities.[108]

The30 Hudson Yards skyscraper (pictured in September 2019)

On July 12, 2018, the DOJ appealed to theD.C. Circuit Court of Appeals to contestJudge Leon's ruling.[109][110] AT&T said it would hold off onrestructuring WarnerMedia until the court's decision.[111] Few changes were made to WarnerMedia aside from a few executive turnovers.[112] On August 7, 2018, AT&T bought outOtter Media fromThe Chernin Group and integrated it into WarnerMedia.[113] AT&T's advertising division was reorganized intoXandr on September 25, 2018, with its CEO,Brian Lesser, retaining his role.[114][115] On October 10, 2018, AT&T announced plans for WarnerMedia to create astreaming service usingHBO's branding to compete withNetflix.[116] By February 20, 2019, the Circuit Courts upheld Judge Leon's decision, and the Justice Department ended efforts to undo the merger.[117][118] Having cleared all legal hurdles, AT&T would soon begin restructuring WarnerMedia. Upon this news, Turner's David Levy and HBO'sRichard Plepler resigned from WarnerMedia on February 28, 2019.[119] On March 4, 2019, AT&Tdissolved Turner Broadcasting as a standalone company and established several WarnerMedia divisions.[120] These divisions included WarnerMedia Entertainment (led byBob Greenblatt), overseeingHome Box Office,TBS,TNT,TruTV, and the upcoming streaming service; WarnerMedia News & Sports (led byJeff Zucker), overseeingAT&T SportsNet,CNN Worldwide,Turner Sports, andBleacher Report; WarnerMedia Sales & International (led byGerhard Zeiler) handlingWarnerMedia International and WarnerMedia's advertising and distribution; along withWarner Bros. Global Kids, Young Adults, & Classics (subdivision ofWarner Bros. Entertainment), managingCartoon Network Inc., Otter Media, andTCM.[121][122]

This restructuring was a part of a larger effort to eliminate corporate barriers between WarnerMedia's subsidiaries and bring the company under one structure. On March 13, 2019,Ted Turner issued a statement entrusting Stephenson and Stankey to handle Turner Broadcasting's former assets.[123] AT&T sold WarnerMedia's 9.5stake inHulu to theWalt Disney Company (majority owner afterpurchasing 21st Century Fox) on April 15, 2019, in a $1.43 billion deal.[124] On April 24, 2019, WarnerMedia announced a $2.2 billionsale-leaseback of the30 Hudson Yards to help bring down AT&T's debt. The leaseback was finalized by June 2019, while WarnerMedia was transferring from theTime Warner Center.[125][126] On Many 31, 2019, Otter Media was transferred to WarnerMedia Entertainment and was given oversight to preside over WarnerMedia's upcoming streaming service.[127] John Stankey was interviewed byCNBC on June 7, 2019, nearly a year after becoming WarnerMedia CEO and he denied rumors of culture clashes between AT&T and WarnerMedia, mentioned plans to integrateDirecTV Now (this never happened) into the upcoming streaming business, and to realign WarnerMedia for the future of media consumption.[128] The streaming business was unveiled asHBO Max on July 9, 2019, and slated for a spring 2020 release.[129]

2019 preview logo ofHBO Max

Executive reshufflings and HBO Max

[edit]

On September 3, 2019, John Stankey was appointedPresident andChief Operating Officer (COO) of AT&T, while retaining his previous WarnerMedia role.[130][131] This fueled speculation over whether Stankey was next in line to succeed Randall Stephenson as AT&T CEO.Elliot Management, anactivist investment firm, purchased a $3.2 billion stake in AT&T and sent a letter to its board of directors on September 9, 2019.[132] In the letter, Elliot criticized the direction AT&T moved in with its purchases of Time Warner andDirecTV and stated it led to enormous debt levels and erodedshare price value. Elliot wrote “AT&T has yet to articulate a clear strategic rationale for why it needs to own Time Warner" and also suggested selling DirecTV.[133][134] Stankey's leadership of WarnerMedia was questioned and Elliot claimed that he was Stephenson'sheir apparent as AT&T CEO. It was also stated that there was no "clear vision" for HBO Max. On September 17, 2019, Randall Stephenson denied rumors of Stankey being AT&T's next CEO, saying "the board has not informed me I'm retiring yet." He also defended AT&T's media acquisitions and said they would provide AT&T with long term benefit.[135] Stankey too defended these purchases, saying "the collection of assets we have accumulated were pointed out to be something that could create significant value." President Trump praised Elliot's stake in AT&T and suggested it would improve CNN. In an interview withVariety on September 24, 2019, Stankey defended Stephenson'sdiversification strategy and called critics of it "categorically wrong".[136]

Stankey also said successors were not being examined to replace him as WarnerMedia, but he did acknowledge that pressure from Elliot may change things. WarnerMedia execs likeJeff Zucker andBob Greenblatt were seen as potential contenders.[137] When asked to comment on AT&T's CEOsuccession plan, Stankey declined and said those decisions were up to the board of directors. On September 25, 2019,The Wall Street Journal interviewed Stankey, and he reiterated that he would remain WarnerMedia CEO, saying, "I'm not looking to find my successor right at the moment."[138] He also denied rumors of a DirecTV Sale.[139] By October 28, 2019, AT&T and Elliot Management reached a three-year resolution.[140] Stephenson pledged to remain AT&T'sChairman and CEO until 2020 and said the company would "evaluate multiple options and partnerships for DirecTV."[141][142] HBO Max was unveiled to AT&Tinvestors at theWarner Bros. Burbank lot on October 29, 2019, and scheduled for a May 2020 release, with pricing at $14.00 a month and over 10,000 hours of content available.[143][144] Stephenson described HBO Max as being unlikeNetflix orDisney+, but something in its own league. AT&T said it would invest $2 billion a year into HBO Max and projected it to have 75-90 million subscribers by 2025, having then reached a level of profitability.[145]

By December 2019, it was acknowledged that successors were being examined to replace John Stankey as WarnerMedia CEO.[146] During AT&T'sannual report in January 2020, the telecom giant said it paid down over $20 billion in debt during 2019. In February 2020, WarnerMedia announced theWarnerMax film label to provide original films for HBO Max. On March 11, 2020,Xandr CEO,Brian Lesser, resigned from WarnerMedia upon learning he would not become WarnerMedia CEO.[147][148] On April 24, 2020, John Stankey was named the next CEO of AT&T, and Hulu Co-founder, Jason Kilar, was appointed the next WarnerMedia CEO.[149] On April 30, 2020, Xandr was folded into WarnerMedia Sales & International.[150] TheCOVID-19 pandemic impacted WarnerMedia greatly during 2020, as much of Warner Bros' 2020 film slate was either delayed or set for an HBO Max premiere. HBO Max was released on May 4, 2020. WarnerMedia underwent another round of restructuring through CEO Jason Kilar. WarnerMedia Entertainment andWarner Bros. Entertainment were consolidated under WarnerMedia Studios & Networks. HBO Max was brought underWarnerMedia Direct whileWarnerMedia International was separated from WarnerMedia Sales & Distribution. By Fall 2020, mostTime Warner era executives were no longer with WarnerMedia. Jason Kilar and WarnerMedia faced criticism from the entertainment industry for theProject Popcorn initiative that released Warner Bros' entire 2021 film slate simultaneously on HBO Max and in theaters.

WarnerMedia Studios & NetworksWarnerMedia InternationalWarnerMedia News & SportsWarnerMedia Sales & DistributionWarnerMedia Direct

Divestment and Spinoff

[edit]
Main article:Merger of Discovery, Inc. and WarnerMedia

Founding of Warner Bros. Discovery

[edit]
Logo ofWarner Bros. Discovery

On May 16, 2021,Bloomberg News reported thatAT&T was considering an offer to divest equity interest in their media subsidiaryWarnerMedia (the former Time Warner, which AT&T acquired in 2018 for just over $85 billion in an attempt to become avertically integratedmedia conglomerate), and have it merge withDiscovery, Inc. to form a new publicly traded company.[151][152] AT&T and Discovery officially confirmed the agreement the next day; the merger would be structured as aReverse Morris Trust, with AT&T shareholders holding a 71% interest in the new company's stock and appointing seven board members, and Discovery shareholders holding a 29% interest and appointing six board members. AT&T would receive US$43 billion in cash and debt from the divestment. The merger was expected to be completed in mid-2022.[153][154][155] The new company would be led by Discovery's current CEO,David Zaslav; WarnerMedia's CEOJason Kilar's position in the new company was uncertain.[153] Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing evenNetflix). The company will aim to expand their streaming services, which includes WarnerMedia'sHBO Max, to reach 400 million global subscribers.[154] It was stated that the company would aim to achieve $3 billion in cost savings via synergies within two years.[156] On June 1, 2021, it was announced that the merged company would be known as Warner Bros. Discovery, and an interimwordmark was unveiled with the tagline "The stuff that dreams are made of"—a quote from the 1941 Warner Bros. filmThe Maltese Falcon, itself paraphrasing Shakespeare'sThe Tempest. Zaslav explained that the company aimed to be the "most innovative, exciting and fun place to tell stories in the world", and would combine Warner Bros.' "fabled hundred-year legacy of creative, authentic storytelling and taking bold risks to bring the most amazing stories to life" with Discovery's "integrity, innovation and inspiration."[157][158]

In anSEC Filing on November 18, 2021, Discovery revealed that talks with AT&T had fallen through, in April 2021, due to disagreements over the ownership of the new company between AT&T and Discovery shareholders, and the amount of debt transferred to Discovery when they merged with WarnerMedia, before talks resumed on May 17, 2021.[159] In November 2021, during an earnings call, Discovery Streaming CEO JB Perrette discussed possible options for itsDiscovery+ streaming service post-merger, including bundling the service with HBO Max and eventually merging them under a single platform with a mixture of both companies' technologies. He also noted that WBD may prioritize launching Discovery+ and HBO Max as a unified platform in markets where Discovery+ has yet to launch, such as another parts of the Asia-Pacific.[160] On March 14, 2022, Discovery CFO Gunnar Wiedenfels—who would assume the same position post-merger—confirmed that such a transition was a long-term goal.[161] On December 22, 2021, the transaction was approved by theEuropean Commission.[162][163] On January 5, 2022,The Wall Street Journal reported that WarnerMedia andParamount Global (at the time named ViacomCBS) were exploring a possible sale of either a majority stake or all ofThe CW, and thatNexstar Media Group was considered a leading bidder.[164] The reports also indicated that WarnerMedia and ViacomCBS could include a contractual commitment that would require any new owner to buy new programming from those companies, allowing them to reap some continual revenue through the network.[165] The CW's then-president-and-CEOMark Pedowitz confirmed talks of a potential sale in a memo to CW staffers, but added that "It's too early to speculate what might happen."[166][167]

On January 26, 2022, AT&T CEOJohn Stankey stated that the merger was expected to close sometime during the second quarter of 2022.[168][169] On February 1, 2022, it was reported that AT&T had finalized the structure of the merger: WarnerMedia would be spun offpro rata to AT&T's shareholders, and then merge into Discovery Inc. to form the new company.[170][171] The transaction was approved by the Brazilian antitrust regulatorCade on February 7,[172] followed by theUnited States Department of Justice on February 9.[173] On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it did not require separate approval from AT&T shareholders.[174][175] In an SEC filing on March 25, 2022, AT&T stated that two-way trading of WBD stock with that of AT&T would begin on April 4, 2022, and that a special dividend would be issued the next day to give AT&T shareholders a 0.24 share in WBD for each share of AT&T common stock they hold.[176][177] The merger was officially completed on April 8, 2022, with trading beginning on theNasdaq on April 11.[178]

Post spinoff activities

[edit]

AT&T fully left the media industry in 2025 after selling its majoritystake inDirecTV.[179][180]

Works cited

[edit]

Coll, Steve (January 1, 1988).The Deal of the Century: The Breakup of AT&T.Simon & Schuster.ISBN 9780671645922.

References

[edit]
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