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Discovery Shareholders Approve Acquisition of WarnerMedia

Discovery, Inc.’s shareholders have approved the pending acquisition of WarnerMedia. The deal is expected to close in Q2 2022.

Discovery shareholders approved the acquisition of WarnerMedia from AT&T last Friday, one of the final steps in merging the two companies. The boards of both AT&T and Discovery have already approved the deal.  The new global entertainment company will be called Warner Bros. Discovery, Inc., and the acquisition is expected to close in the second quarter of 2022.

“The transaction will bring together WarnerMedia’s premium entertainment, sports and news assets with Discovery’s leading nonfiction and international entertainment and sports businesses,” Discovery, Inc. said in a March 11, 2022 news release.

New board for Warner Bros. Discovery, Inc.

Earlier this week, Discovery, Inc. announced the new board of directors for Warner Bros. Discovery, Inc. (WBD). The following will be appointed to the board upon the completion of the merger.

  • Samuel A. Di Piazza will serve as board chair. He is currently a member of the AT&T board, WarnerMedia’s parent company.
  • David Zaslav will be the combined company’s president and CEO. He has been the president and CEO of Discovery, Inc. since 2007.
  • Robert R. Bennett has been a director of Discovery, Inc. since 2008. He is the managing director of Hilltop Investments, LLC.
  • Li Haslett Chen is founder and CEO of Narrativ.
  • Richard W. Fisher is former president and CEO of the Federal Reserve Bank of Dallas from 2005 to 2015.
  • Paul A. Gould, who has been a Discovery, Inc. board member since 2008, is the managing director and executive vice president of Allen & Company Incorporated, an investment banking services company.
  • Debra L. Lee, who is a director for AT&T, is also the chair of Leading Women Defined Foundation and former chair and CEO of BET Networks from 2006 until 2018.
  • Dr. John C. Malone has been a director at Discovery, Inc. since 2008 and is chairman of the board of Liberty Media Corporation, Liberty Broadband Corporation and Liberty Global PLC.
  • Fazal Merchant is a senior advisor to Sixth Street Partners and former co-CEO of Tanium, Inc.
  • Steve A. Miron has served as a director on the board of Discovery, Inc. since 2008. He is CEO of Advance/Newhouse Partnership and senior executive officer at Advance.
  • Steven O. Newhouse is co-president of Advance.
  • Paula A. Price is a former executive vice president and CFO of Macy’s, Inc.
  • Geoffrey Y. Yang currently serves as a director on the AT&T board and is founding partner and managing director of Redpoint Ventures.

“I look forward to working alongside and benefiting from the collective experience of this group of distinguished leaders to create and grow the world’s most dynamic media entertainment company and a top-tier competitor in streaming. This Board brings diverse personal perspectives, strong track records and invaluable industry knowledge. Its stewardship will help establish the company as the premier creator of impactful storytelling across genres and platforms,” said David Zaslav, the future President & CEO of Warner Bros. Discovery, said in the March 15 announcement.

meeting room with aquarium

The $43 billion deal

The proposed merger was first announced in May 2021, when AT&T said it would spin off its WarnerMedia entertainment division and combine it with Discovery, Inc. to create a standalone global entertainment company. In exchange for WarnerMedia, AT&T will receive $43 billion in a combination of cash, debt securities and WarnerMedia’s retention of certain debts. AT&T shareholders will receive 71% ownership in the new company, and Discovery shareholders will own 29%.

Last month, the deal passed scrutiny by the Department of Justice, bringing it one step closer to finalizing the deal. Once complete, the deal will create one of the nation’s largest media companies with assets that include HBO, HBO Max, Warner Brtos. Television and film studios, TNT, TBS, Discovery, HGTV, the Food Network and others.

Insider Take

It seems like this deal has been forever in the making, but then it isn’t every day that a company spends $43 billion to acquire another company. Not only is the dollar figure huge, but the entertainment assets seem almost limitless, combining WarnerMedia’s extensive archives and Warner Bros. studios as well as streaming and on-demand content from HBO, HBO Max and Discovery+. With the resources and backing of Discovery, Inc., this company has the potential to eventually have more streaming subscribers than other popular streaming services. Yes, Netflix and Disney – we’re talking about you. Go big or go home.  

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