AT&T and Discovery on Monday announced a definitive agreement to combine WarnerMedia’s premium entertainment, sports and news assets with Discovery's leading nonfiction and international entertainment and sports businesses to create a standalone global entertainment company.
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. AT&T's shareholders would receive stock representing 71% of the new company; Discovery shareholders would own 29% of the new company.
The boards of directors of both AT&T and Discovery have approved the transaction. A statement said companies with shared values, complementary assets and iconic brands and franchises will offer the most differentiated content portfolio in the world. Also, WarnerMedia and Discovery Inc. form one of the largest global streaming players.
The new company will compete globally in the fast-growing direct-to-consumer business– bringing content to DTC subscribers across its portfolios, including HBO Max and the recently launched discovery+. The new company will be also able to invest in more original content for its streaming services, enhance the programming options across its global linear pay TV and broadcast channels, and offer more innovative video experiences and consumer choices.
The statement further said that the "pure play" content company will own one of the deepest libraries in the world with nearly 200,000 hours of programming and will bring together over 100 of the most popular brands in the world under one global portfolio, including HBO, Warner Bros., Discovery, DC Comics, CNN, Cartoon Network, HGTV, Food Network, the Turner Networks, TNT, TBS, Eurosport, Magnolia, TLC, Animal Planet, ID and many more.
The companies announced that Discovery President and CEO David Zaslav will lead the proposed new venture with a management team and top operational and creative leadership from both the companies.