KOLKATA: Paving the way for a blockbuster merger and acquisition deal, AT&T and Discovery Inc. have agreed to combine their media assets. The new company formed as part of the deal will be led by Discovery president and CEO David Zaslav. The move will create the world's second-largest media company by revenue after Disney.

The combination will be executed through a complex all-stock transaction called the Reverse Morris Trust, under which WarnerMedia will be spun or split off to AT&T’s shareholders via dividend or through an exchange offer or a combination of both and simultaneously combined with Discovery. According to the latest reports, the deal will close in 2022, subject to shareholder and regulatory approvals.

In connection with the spin-off or split-off of WarnerMedia, AT&T will receive $43 billion (subject to adjustment) in a combination of cash, debt securities and WarnerMedia’s retention of certain debt. 

AT&T’s shareholders will receive stock representing 71 per cent of the new company; Discovery shareholders will own 29 per cent of the new company. The new company’s Board of Directors will consist of 13 members, seven initially appointed by AT&T, including the chairperson of the board; Discovery will initially appoint six members, including CEO David Zaslav.

Giving rise to a content powerhouse, the merged entity will bring together brands like HBO, Warner Bros., Discovery, DC Comics, CNN, Cartoon Network, HGTV, Food Network, the Turner Networks, TNT, TBS, Eurosport, Magnolia, TLC, Animal Planet, ID.

“The new company will compete globally in the fast-growing direct-to-consumer business -- bringing compelling content to DTC subscribers across its portfolio, including HBO Max and the recently launched discovery+,” an official statement read.

More to come…