Filed by: AT&T Inc.
Commission File No.: 001-08610
Pursuant to Rule 425 under the Securities Act of
Subject Company: Discovery, Inc. (Commission File
Below is an email from the Chief Executive Officer of WarnerMedia,
Jason Kilar, to employees of WarnerMedia:
There is likely to be some news coverage tied to a form that
Discovery just filed with the U.S. Securities and Exchange
Commission (SEC). I thought it could be helpful if I sent this
email to each of you today such that you could hear directly from
me regarding 1) what the filing is, 2) how it fits into the larger
process of the planned transaction between AT&T/WarnerMedia and
Discovery, and 3) some context.
What happened today?
Today, Discovery Communications filed a draft S-4 form with the SEC, which is a
standard filing for a transaction like the one happening here. The
Securities Exchange Act of 1933 requires any public company seeking
a merger or acquisition to disclose some essential facts and share
details about the transaction. AT&T will file a directionally
similar form called an S-1/S-4
(and they will technically do so via a new holding entity that was
created for the planned combination).
What is an S-4?
An S-4 is a form that gets
submitted to the SEC when there is a business combination (like the
planned combination of WarnerMedia and Discovery). An S-4 filing, including this one,
contains information regarding the terms of the transaction,
information, and things like material contracts. This filing is a
notable step in the process. There will be updates and amendments
to the filing as we move toward the planned deal closing and as
more information becomes available.
What is the anticipated timing of the planned transaction?
The deal is still expected to close by the middle of next year, but
there are a number of steps that need to happen and are underway
before the deal can close. They include some regulatory steps and
approvals from the Department of Justice (antitrust), regulatory
bodies outside the U.S., and SEC. They also include a Discovery
In parallel to the above, we have been hard at work on a separation
plan from AT&T. This is a comprehensive plan to care for all of
our existing work with AT&T and come to agreements for
continuation of some services so that there will be no gap in this
transition for things like benefits, technology, etc. That work is
mostly done now, thanks to some hard-working folks from Jennifer
The next phase will be integration planning, putting in place a
process for the new combined organization to be ready on day 1 of
the new company, regardless of when day 1 takes place. This
includes activities such as technology operations (to make sure
that employees across the new company can connect and share
information) as well as financial consolidation (to make sure that
we don’t miss a beat in financial reporting and oversight).
- 1 -