Warner Bros. Discovery

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Warner Bros. Discovery, Inc.
TypePublic
Industry
Predecessors
FoundedApril 8, 2022; 7 days ago (2022-04-08)
Headquarters230 Park Avenue South,
New York City, New York
,
U.S.
Area served
Worldwide
Key people
Products
Services
Total assetsest. US$103.299 billion
Divisions
  • Warner Bros. Discovery US Networks Group
  • Warner Bros. Discovery Sports
  • Warner Bros. Discovery Global Streaming & Interactive Entertainment
  • Warner Bros. Discovery International
Subsidiaries
Websitewbd.com
Footnotes / references
[1][2][3]

Warner Bros. Discovery, Inc.[4] is an American multinational mass media and entertainment conglomerate headquartered at 230 Park Avenue South in Midtown Manhattan, New York City, United States. The company was formed on April 8, 2022 via the divestment of WarnerMedia by AT&T, and its merger into fellow media company Discovery Inc.

The company's properties are divided into eight business units, including the flagship Warner Bros. film and television studios, HBO, CNN, U.S. Networks (which comprises linear television properties such as the Turner networks, Cartoon Network and Adult Swim, Discovery Channel and its sister networks, the former Scripps Networks Interactive channels such as Food Network and HGTV, and a stake in the broadcast network The CW alongside Paramount Global), Sports (which includes Discovery's Eurosport networks and WarnerMedia's Turner Sports division), Global Streaming & Interactive Entertainment (which includes the Discovery+ and HBO Max streaming services, and video game publisher Warner Bros. Interactive Entertainment), and international networks. It is also the owner of comic book publisher DC Comics, which operates under Warner Bros.

History

Formation

The company's initial draft wordmark.

On May 16, 2021, Bloomberg News reported that AT&T was in talks with Discovery, Inc. for it to merge with WarnerMedia, the parent company of Warner Bros., to form a publicly-traded company that would be divided between its shareholders.[5][6]

On May 17, 2021, AT&T announced that it had agreed to dispose its equity stake in wholly-owned media and entertainment subsidiary WarnerMedia (the former Time Warner, which AT&T acquired in 2018 for just over US$85 billion in an attempt to become a vertically integrated media conglomerate) and merge it with Discovery Inc. to form a new company, which was subject to regulatory approval. The merger, scheduled to be completed in mid-2022, will be structured as a Reverse 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 will receive US$43 billion in cash and debt from the spin-off.[7][8][9]

The new company will be led by Discovery's current CEO, David Zaslav, while WarnerMedia's CEO Jason Kilar's position in the new company is uncertain.[7] Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing Disney, Netflix and Amazon.com). The company will aim to expand their streaming services, which includes WarnerMedia's HBO Max, to reach 400 million global subscribers.[8]

On June 1, 2021, it was announced that the merged company would be known as Warner Bros. Discovery, and an interim wordmark was unveiled with the tagline "The stuff that dreams are made of", a line from the 1941 Warner Bros. film, The Maltese Falcon. 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."[10][11]

In November 2021 during an earnings call, Discovery Streaming CEO JB Perrette discussed possible options for its Discovery+ 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 Asia-Pacific.[12] On March 14, 2022, Discovery CFO Gunnar Wiedenfels—who will assume the same position post-merger—confirmed that such a transition was a long-term goal.[13]

On December 22, 2021, the transaction was approved by the European Commission.[14][15] On January 5, 2022, The Wall Street Journal reported that WarnerMedia and Paramount Global (at the time named ViacomCBS) were exploring a possible sale of either a majority stake or all of The CW, and that Nexstar Media Group (which became The CW's largest affiliate group when it acquired former WB co-owner Tribune Broadcasting in 2019) was considered a leading bidder.[16] The news led to speculation that, should a sale take place, new ownership could steer the network in a new direction, transforming The CW from a young adult-oriented network into one that featured more unscripted and even national news programming.[17] However, 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.[18] Network president/CEO Mark 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" and that the network "must continue to do what we do best."[19][20]

On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022.[21][22] On February 1, 2022, it was reported that AT&T had finalized the structure of the merger: WarnerMedia would be spun off pro rata to AT&T's shareholders, and then merge into Discovery Inc. to form the new company.[23][24] The transaction was approved by the Brazilian antitrust regulator Cade on February 7,[25] followed by the United States Department of Justice on February 9.[26] On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it does not require separate approval from AT&T shareholders.[27][28]

Beginning of operations (2022–present)

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 will 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. The filing does not include a specific consummation date.[29] On April 6, 2022, Variety reported that the merger could be completed as early as April 8.[30] The merger was officially completed on April 8, 2022, with trading to begin on the Nasdaq on April 11; at this time the company unveiled its final logo, which features a rendition of Warner Bros.' historic shield logo.[1]

The combined company has retained several top executives from WarnerMedia, including film and television heads Toby Emmerich and Channing Dungey, and HBO and HBO Max chief content officer Casey Bloys. Most of the company's top executive roles are filled by their Discovery counterparts, including Gunnar Wiedenfels as CFO, JB Perrette as president and CEO of global streaming and interactive, and Discovery's chief lifestyle brands officer Kathleen Finch—whose role has been expanded to cover most of the combined company's U.S. linear networks, besides CNN (which was taken over by Chris Licht, replacing the outgoing Jeff Zucker), Magnolia Network (which reports to Bloys, after having previously reported directly to Zaslav under Discovery), and the Turner Sports unit (which currently has a vacancy with the departure of Zucker, as Licht will only oversee CNN).[31][32][33]

In an introductory town hall, Zaslav stated that the combined company would need to have "one culture" that "starts with people feeling safe, people feeling valued for who they are", as opposed what he described as a culture of internal competition between WarnerMedia's businesses.[34] On April 14, 2022, Variety reported that the company was exploring a restructuring of DC Entertainment to create a "solidified content vertical", with a central figure akin to Marvel's Kevin Feige to oversee its projects.[35]

Assets

For a more comprehensive list, see List of assets owned by Warner Bros. Discovery and List of libraries owned by Warner Bros. Discovery.

As of April 2022, Warner Bros. Discovery consists of eight primary business divisions:[33]

Additional business segments include divisions responsible for Global Content Distribution (which comprises Warner Bros. Worldwide Television Distribution and Warner Bros. Home Entertainment), Advertising Sales, Consumer Products & Experiences, and comic book company DC Entertainment. These businesses are overseen by Bruce Campbell, who serves as the company's Chief Revenue Officer.

Leadership

References

  1. ^ a b Maas, Jennifer (April 8, 2022). "Discovery Closes Acquisition of AT&T's WarnerMedia". Variety. Penske Media Corporation. Retrieved April 8, 2022. Discovery completed its $43 billion acquisition of WarnerMedia from AT&T on Friday to form new company Warner Bros. Discovery.
  2. ^ Szalai, Georg (June 17, 2021). "Cash Never Lies: Meet the Discovery CFO Targeting $3B in Savings in the Warner Merger". The Hollywood Reporter. Retrieved April 4, 2022.
  3. ^ "Privacy statement". Warner Bros Discovery. Retrieved April 8, 2022.
  4. ^ "AT&T Announces Details for Completion of WM Spin-Off". AT&T. March 25, 2022. Retrieved March 26, 2022.
  5. ^ Hammond, Ed (May 16, 2021). "AT&T Is Preparing to Merge Media Assets With Discovery". Bloomberg News. Retrieved June 2, 2021.
  6. ^ Sherman, Alex (May 16, 2021). "AT&T in advanced talks to merge WarnerMedia with Discovery, deal expected as soon as Monday". CNBC. Retrieved June 2, 2021.
  7. ^ a b Hammond, Ed; Turner, Nick (May 17, 2021). "AT&T's WarnerMedia, Discovery to Merge in Blockbuster Deal". Bloomberg News. Retrieved June 2, 2021.
  8. ^ a b Kovach, Steve; Meredith, Sam (May 17, 2021). "AT&T announces $43 billion deal to merge WarnerMedia with Discovery". CNBC. Retrieved June 2, 2021.
  9. ^ Hayes, Dade (May 17, 2021). "David Zaslav And John Stankey Outline Plans For Merging Discovery And WarnerMedia, Addressing Future Of Jason Kilar, CNN, Streaming". Deadline Hollywood. Retrieved June 2, 2021.
  10. ^ Palmeri, Christopher (June 1, 2021). "Warner Bros. Discovery Will Be Name of Company Shorn From AT&T". Bloomberg News. Retrieved June 2, 2021.
  11. ^ Goldsmith, Jill (June 1, 2021). "Warner Bros. Discovery Set As Name Of Merged Company". Deadline Hollywood. Retrieved June 2, 2021.
  12. ^ Bunson, Ben (November 3, 2021). "Discovery+, HBO Max may bundle before combining after merger". FierceVideo. Retrieved November 11, 2021.
  13. ^ Maas, Jennifer (March 14, 2022). "HBO Max and Discovery Plus Will Be Combined Into One Platform". Variety. Retrieved March 16, 2022.
  14. ^ Vlessing, Etan (December 22, 2021). "Discovery-WarnerMedia Merger Gets European Union Approval". The Hollywood Reporter. Retrieved December 22, 2021.
  15. ^ "European Commission grants approval for Discovery acquisition of WarnerMedia". Reuters. December 22, 2021. Retrieved December 22, 2021.
  16. ^ Flint, Joe (January 5, 2022). "WarnerMedia and ViacomCBS Are Exploring Possible Sale of CW Network". The Wall Street Journal. Retrieved January 6, 2022.
  17. ^ Weprin, Alex; Goldberg, Lesley (January 12, 2022). "Will The CW Be a Streaming Wars Casualty?". The Hollywood Reporter. Retrieved January 12, 2022.
  18. ^ Farley, Ashley (January 13, 2022). "REPORT: The CW's Potential Sale May Kill Its Original Programming". Comic Book Resources. Retrieved January 14, 2022.
  19. ^ Goldberg, Lesley; Weprin, Alex (January 6, 2022). "ViacomCBS and WarnerMedia Exploring Sale of The CW". The Hollywood Reporter. Retrieved January 9, 2022.
  20. ^ Andreeva, Nellie (January 6, 2022). "The CW CEO Mark Pedowitz Confirms WarnerMedia & ViacomCBS Exploring "Strategic Opportunities" As Majority Stake In Network Is Shopped With Nexstar Among Suitors – Update". Deadline Hollywood. Retrieved January 6, 2022.
  21. ^ Hepburn, Tmera (January 26, 2022). "WarnerMedia and Discovery Merger Now Expected to Close This Spring". Cord Cutters News. Retrieved January 27, 2022.
  22. ^ Pinto, Jordan (January 27, 2022). "WarnerMedia-Discovery merger expected to close in Q2, says AT&T's Stankey". C21 Media. Retrieved January 27, 2022.
  23. ^ Spangler, Todd (February 1, 2022). "AT&T Sets Plan to Spin Off WarnerMedia in $43 Billion Deal". Variety. Penske Media Corporation. Retrieved February 1, 2022.
  24. ^ Szalai, George (February 1, 2022). "AT&T Picks WarnerMedia Spin-Off as Structure for Key Step in Discovery Merger". The Hollywood Reporter. Penske Media Corporation. Retrieved February 1, 2022.
  25. ^ "Cade surpreende e aprova fusão Discovery/WarnerMedia sem restrições". Notícias da TV (in Portuguese).
  26. ^ Szalai, Georg (February 9, 2022). "Discovery-WarnerMedia Merger Gets U.S. Antitrust Clearance". The Hollywood Reporter. Penske Media Corporation. Retrieved February 9, 2022.
  27. ^ Goldsmith, Jill (February 10, 2022). "Discovery Sets March 11 For Shareholder Vote On WarnerMedia Merger". Deadline Hollywood. Penske Media Corporation. Retrieved February 10, 2022.
  28. ^ "Discovery Shareholders Approve $43 Billion WarnerMedia Merger". Variety. Penske Media Corporation. Retrieved March 11, 2022.
  29. ^ Hayes, Dade (March 25, 2022). "AT&T Sets More Details For WarnerMedia Spinoff Ahead Of Discovery Merger". Deadline. Retrieved March 29, 2022.
  30. ^ Mass, Jennifer (April 5, 2022). "Discovery-WarnerMedia Merger Could Close as Early as This Friday (EXCLUSIVE)". Variety. Penske Media Corporation. Archived from the original on April 6, 2022. Retrieved April 6, 2022.
  31. ^ Andreeva, Nellie (April 9, 2022). "Chip & Joanna Gaines' Road From HGTV To HBO As 'Fixer Upper' Stars Switch Sides Post-WB/Discovery Merger". Deadline. Retrieved April 9, 2022.
  32. ^ Maas, Jennifer (April 8, 2022). "What Warner Bros. Discovery Looks Like on Day 1". Variety. Retrieved April 9, 2022.
  33. ^ a b Hayes, Dade (April 9, 2022). "Warner Bros Discovery Merger: Who's In, Who's Out In The Executive Ranks". Deadline. Retrieved April 9, 2022.
  34. ^ "Warner Bros Discovery Town Hall: CEO David Zaslav Tells Oprah Winfrey How Merger Came Together, Addresses CNN's Future, Looming Staff Cuts". Deadline. April 14, 2022. Retrieved April 14, 2022.
  35. ^ "Warner Bros Discovery Exploring Overhaul of DC Entertainment (EXCLUSIVE)". Variety. April 14, 2022. Retrieved April 14, 2022.
  36. ^ Weinman, Sam (May 13, 2019). "Golf Digest Sold to Discovery, Inc., joins GolfTV to create global editorial powerhouse". Golf Digest.
  37. ^ Vlessing, Etan (March 15, 2022). "AT&T Names Warner Bros. Discovery Board Appointees, Including Ex-BET Chief Debra Lee". Hollywood Reporter. Retrieved April 7, 2022.
  38. ^ "Discovery, Inc. Announces Future Leadership Team for Warner Bros. Discovery". Discovery. April 7, 2022. Retrieved April 7, 2022.

External links

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