Discovery and WarnerMedia are merging, with David Zaslav set to lead the combined company.
The move is intended to accelerate the companies’ direct-to-consumer ambitions, combining the significant WarnerMedia content library with Discovery’s global footprint, local content capabilities and regional expertise. The combined company will boast a library of almost 200,000 hours of content from HBO, Warner Bros., Discovery, DC Comics, CNN, Cartoon Network, HGTV, Food Network, the Turner Networks, TNT, TBS, Eurosport, Magnolia, TLC, Animal Planet, ID and more.
The all-stock deal is being structured as a Reverse Morris Trust transaction, with AT&T to receive $43 billion in a combination of cash, debt securities and WarnerMedia’s retention of certain debt. AT&T’s shareholders would receive stock representing 71 percent of the new company, Discovery shareholders would own 29 percent of the new company.
Discovery’s David Zaslav is set to lead the combined company, with a senior leadership team made up of executives from both companies. The transaction is anticipated to close in mid-2022.
John Stankey, CEO of AT&T, said, “This agreement unites two entertainment leaders with complementary content strengths and positions the new company to be one of the leading global direct-to-consumer streaming platforms. It will support the fantastic growth and international launch of HBO Max with Discovery’s global footprint and create efficiencies that can be reinvested in producing more great content to give consumers what they want. For AT&T shareholders, this is an opportunity to unlock value and be one of the best-capitalized broadband companies, focused on investing in 5G and fiber to meet substantial, long-term demand for connectivity. AT&T shareholders will retain their stake in our leading communications company that comes with an attractive dividend. Plus, they will get a stake in the new company, a global media leader that can build one of the top streaming platforms in the world.”
Zaslav added, “During my many conversations with John, we always come back to the same simple and powerful strategic principle: these assets are better and more valuable together. It is super exciting to combine such historic brands, world-class journalism and iconic franchises under one roof and unlock so much value and opportunity. With a library of cherished IP, dynamite management teams and global expertise in every market in the world, we believe everyone wins…consumers with more diverse choices, talent and storytellers with more resources and compelling pathways to larger audiences, and shareholders with a globally scaled growth company committed to a strong balance sheet that is better positioned to compete with the world’s largest streamers. We will build a new chapter together with the creative and talented WarnerMedia team and these incredible assets built on a nearly 100-year legacy of the most wonderful storytelling in the world. That will be our singular mission: to focus on telling the most amazing stories and have a ton of fun doing it.”