or


[04/08/22 - 03:20 PM]
Discovery and AT&T Close WarnerMedia Transaction
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."

[via press release from Discovery, Inc.]

Discovery and AT&T Close WarnerMedia Transaction

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

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. Discovery, Inc., which will begin trading on the Nasdaq with the start of trading on Monday, April 11, under the new ticker symbol "WBD."

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.

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.





  [april 2022]  
S
M
T
W
T
F
S
     


· SHOWATCH
(series past and present)
· DEVWATCH
(series in development)
· MOVIEWATCH
(tv movies and mini-series)





[08/06/26 - 02:00 PM]
Starz Announces Initial Casting for New Untitled Black Rodeo Drama
DeWanda Wise, Tian Richards, and Marcus Mitchell are the first to board the family drama set inside the thriving world of Black rodeo in Texas.

[08/06/26 - 12:00 PM]
"Celebrity Crime Scene: Princess Diana" Premieres Thursday, August 20 at 8/7c on FOX
The special dives into the theories that have fueled decades of speculation, examining mysterious vehicles in the tunnel, claims of powerful forces in the monarchy determined to silence Diana, and allegations international arms dealers viewed Diana as a dangerous threat that needed to be eliminated.

[08/06/26 - 11:00 AM]
USA Sports Announces Game & Studio Commentators for Inaugural Season of Pac-12 Football Coverage on USA Network
The game commentary teams on USA Network will feature play-by-play voice Nate Gatter alongside Ryan Leaf, who was previously announced as USA Sports' lead Pac-12 analyst in June, and sideline reporter Lauren Green.

[08/06/26 - 10:01 AM]
Season Three of the HBO Original Series "Conan O'Brien Must Go" Debuts August 21
New episodes of the four-episode season will debut weekly on Fridays at the same time, concluding with the season finale on Friday, September 11.

[08/06/26 - 10:01 AM]
"Big City Greens" Season 5 Welcomes Star-Studded Guest Cast Stephen King, Luke Combs, Dylan Sprouse, Megan Stalter, Chad Michael Murray, Kevin Smith and Jason Mewes
The new season kicks off with the first five episodes premiering August 21 on Disney Channel (8:00 p.m. EDT/PDT) and next day on Disney+.

[08/06/26 - 10:00 AM]
The Sisters of Salt Are Back! Bravo's "The Real Housewives of Salt Lake City" Returns for Season Seven on Wednesday, Sept. 16 at 8 P.M. ET/PT
Returning this season are housewives Lisa Barlow, Mary Cosby, Heather Gay, Angie Katsanevas, Meredith Marks, Bronwyn Newport, Whitney Rose and friend Britani Bateman.

[08/06/26 - 09:01 AM]
Video: Paramount+ Debuts Trailer for the Explosive and Witty Second Season of "Average Joe," Premiering Globally August 19
After the explosive events of season one, Joe Washington is trying to move forward when a mysterious threat targeting his family sends him and the gang to Cape Town, South Africa.

[08/06/26 - 09:01 AM]
Video: "Lovesick" - Official Trailer - Netflix
During the Mexican Revolution, Emilia Sauri pursues her dream of becoming a doctor, defying convention in search of love, purpose and independence.

[08/06/26 - 09:01 AM]
Video: Trailer & Key Art - Hulu's "Travis Barker: Louder Than Fear" Documentary
The documentary film premieres August 13 on Hulu and Hulu on Disney+ in the U.S. and Disney+ internationally.

[08/06/26 - 08:01 AM]
Video: Alert! Paramount+ Reveals "Clash of the Thundermans" Trailer and First-Look Images, Premiering Thursday, September 3 on Paramount+ and Nickelodeon
Based on the hit Nickelodeon live-action superhero comedy series, "Clash of the Thundermans" follows youngest sibling Chloe as she develops a new and unpredictable superpower, causing the Hero League to demand they send her away to a superhero boarding school to learn to control it.

[08/06/26 - 08:01 AM]
HBO and Sky Original Drama Series "War" Debuts October 1
Created by George Kay, and starring Dominic West and Sienna Miller, the series is co-produced by New Pictures and Observatory Pictures with new episodes of the eight-episode season debuting weekly on Thursdays.

[08/06/26 - 08:01 AM]
Uncover Another Clue: Stephen Merchant Joins "Ludwig" Season Two as Guest Star, BritBox Reveals First Look
Merchant plays Danny Sloane, a cocky snooker champion who is at odds with John in the season's fourth episode.

[08/06/26 - 08:01 AM]
Video: "Madden" - Date Announce - Prime Video
Coach. Broadcaster. Innovator. Legend. Nicolas Cage is John Madden. Watch "Madden" on November 18.

[08/06/26 - 08:00 AM]
"Tip Toe," Starring Alan Cumming and David Morrissey to Premiere Friday, October 2 on Starz
Leo (Alan Cumming) and Clive (David Morrissey) are neighbors in Manchester. But when Leo gives Clive his spare key, an ordinary suburban world becomes a minefield of lies and violence, with terrifying results.

[08/06/26 - 07:38 AM]
TNT Sports to Present Exclusive Wall-to-Wall Coverage of FIBA Women's Basketball World Cup 2026, September 4-13 from Berlin
The tournament headlines TNT Sports' multiyear agreement with FIBA for exclusive U.S. English-language broadcast rights to its marquee men's and women's tentpole events, a slate that also includes the FIBA Basketball World Cup 2027 and FIBA EuroBasket 2029.