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Warner Bros. Discovery

From Wikipedia, the free encyclopedia

Warner Bros. Discovery, Inc.
TypePublic
ISINUS9344231041
Industry
Predecessors
FoundedApril 8, 2022; 47 days ago (2022-04-08)
Headquarters,
U.S.
Area served
Worldwide
Key people
Products
Services
Divisions
Subsidiaries
Websitewbd.com

Warner Bros. Discovery, Inc. (WBD) is an American multinational mass media and entertainment company. It was formed by the spin-off of WarnerMedia by AT&T, and its merger with Discovery, Inc. on April 8, 2022.

The company's properties are divided into seven business units, including the flagship Warner Bros.' film and television studios, Home Box Office, Inc. (which includes HBO, Cinemax and Magnolia Network), CNN, U.S. Networks (which comprises linear television properties such as Animal Planet, TLC, Cartoon Network, Adult Swim, Discovery Channel, Turner Classic Movies, and its sister networks, the former Scripps Networks Interactive channels such as Food Network and HGTV, and the former Turner Broadcasting System networks such as TBS, TNT, and TruTV), and a stake in the broadcast network The CW (co-owned with Paramount Global), Sports (which includes Discovery's Eurosport and Motor Trend networks and WarnerMedia's Turner Sports and TNT Sports divisions), 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.

History

Formation (2021–2022)

The company's initial draft wordmark.
The company's initial draft wordmark.

On May 16, 2021, Bloomberg News reported that AT&T was considering an offer to divest its equity interest in their media subsidiary WarnerMedia (the former Time Warner, which AT&T acquired in 2018 for just over $85 billion in an attempt to become a vertically integrated media conglomerate), and have it merge with Discovery, Inc. to form a new publicly-traded company.[2][3] AT&T and Discovery officially confirmed the agreement the next day; the merger would 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 would receive US$43 billion in cash and debt from the divestment. The merger was expected to be completed in mid-2022.[4][5][6]

The new company would be led by Discovery's current CEO, David Zaslav; WarnerMedia's CEO Jason Kilar's position in the new company was uncertain.[4] Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing Disney, Netflix and Amazon). The company will aim to expand their streaming services, which includes WarnerMedia's HBO Max, to reach 400 million global subscribers.[5] It was stated that the company would aim to achieve $3 billion in cost savings via synergies within two years.[7]

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 quote 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."[8][9]

In an SEC filing on November 18, 2021, Discovery Inc. revealed that talks with AT&T had fallen through, in April 2021, due to disagreements over the ownership of the new company between AT&T and Discovery shareholders, and the amount of debt transferred to Discovery when they merged with WarnerMedia, before talks resumed on May 17, 2021.[10]

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 the Asia-Pacific.[11] On March 14, 2022, Discovery CFO Gunnar Wiedenfels—who would assume the same position post-merger—confirmed that such a transition was a long-term goal.[12]

On December 22, 2021, the transaction was approved by the European Commission.[13][14] 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.[15] 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.[16] 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.[17] 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."[18][19]

On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022.[20][21] 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.[22][23] The transaction was approved by the Brazilian antitrust regulator Cade on February 7,[24] followed by the United States Department of Justice on February 9.[25] On March 11, 2022, the merger was approved by Discovery's shareholders. Due to the structure of the merger, it did not require separate approval from AT&T shareholders.[26][27]

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.[28][29] The merger was officially completed on April 8, 2022, with trading beginning 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.[30]

The combined company 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 featuring Oprah Winfrey as host, 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] He also expected that "investment avoidance" via the consolidation of redundant business units (such as streaming) and staff would be one of the main ways that the company would achieve its promised $3 billion in cost savings.[35]

On April 14, 2022, Variety reported that the company was exploring a restructuring of DC Entertainment to create a "solidified content vertical" more akin to Marvel Studios, which would be separated from Warner Bros. and have a central figure to oversee its projects.[36] On April 21, 2022, Licht and Perrette announced the shutdown of CNN's streaming service CNN+, which had only launched two weeks prior to the completion of the merger; the new leadership considered it to be incompatible with their goal of a unified streaming service for all WBD properties.[37][38][39]

In an investors' call on April 26 (concurrent with the first quarter earnings reports for Discovery Inc., excluding WarnerMedia as separate entities), Zaslav contrasted the company's streaming businesses with those of Netflix (whose stock saw a decline after a quarterly loss in subscribers), describing Warner Bros. Discovery as being a "far more balanced and competitive company" that would "invest at scale smartly" and not "overspend" on growth and that its streaming businesses would complement its linear television. He stated that HBO Max had "meaningful subscriber churn", and that the planned merger of it with Discovery+ would help to reduce it by offering a broader array of content.[40] It was reported that the company had also suspended scripted development at TBS and TNT, in order to evaluate their strategies moving forward.[41] The following day, Zaslav purchased approximately $1 million worth of WBD stock.[42]

On May 11, 2022, Warner Bros. Discovery eliminated several executive positions carried over from WarnerMedia, including Kids, Young Adults and Classics head Tom Ascheim, and general manager of TBS, TNT, and TruTV head Brett Weitz. These networks will be overseen by Finch as head of U.S. Networks, while the studios under the Kids, Young Adults and Classics division will be moved under Warner Bros. Television.[43][44][45] The same day, it announced an agreement with British telecom company BT Group for it to contribute its BT Sport channels into a 50/50 joint venture with its Eurosport channels, and eventually merge them.[46][47]

Assets

Warner Bros. Discovery consists of seven primary business divisions:[33]

Leadership

References

  1. ^ "S&P Dow Jones Indices Announces Treatment of AT&T Transaction with Discovery" (PDF). S&P Dow Jones Indices. S&P Global. April 7, 2022. Retrieved May 24, 2022.
  2. ^ Hammond, Ed (May 16, 2021). "AT&T Is Preparing to Merge Media Assets With Discovery". Bloomberg News. Retrieved June 2, 2021.
  3. ^ 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.
  4. ^ 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.
  5. ^ 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.
  6. ^ 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.
  7. ^ Weprin, Alex (May 26, 2021). "Discovery-WarnerMedia's $3B in Cost-Savings: Where Will That Come From?". The Hollywood Reporter. Retrieved May 12, 2022.
  8. ^ Palmeri, Christopher (June 1, 2021). "Warner Bros. Discovery Will Be Name of Company Shorn From AT&T". Bloomberg News. Retrieved June 2, 2021.
  9. ^ Goldsmith, Jill (June 1, 2021). "Warner Bros. Discovery Set As Name Of Merged Company". Deadline Hollywood. Retrieved June 2, 2021.
  10. ^ "Form S-4 Registration Statement" (PDF). U.S. Securities and Exchange Commission. November 18, 2021. Retrieved April 24, 2022.
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  18. ^ Goldberg, Lesley; Weprin, Alex (January 6, 2022). "ViacomCBS and WarnerMedia Exploring Sale of The CW". The Hollywood Reporter. Retrieved January 9, 2022.
  19. ^ 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.
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  22. ^ 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.
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  35. ^ "Warner Bros. Discovery CEO David Zaslav on $3 Billion in Cuts: 'We Don't Know Exactly How It's Going to Work'". The Wrap. April 14, 2022. Retrieved May 12, 2022.
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External links

This page was last edited on 25 May 2022, at 14:06
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