Filed by: AT&T Inc.
Commission File No.: 001-08610
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Discovery, Inc. (Commission File No.: 001-34177)
Below is an email from the Chief Executive Officer of WarnerMedia, Jason Kilar, to employees of WarnerMedia:
Team
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, pro-forma financial 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 shareholder vote.
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 Birys
organization.
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
dont miss a beat in financial reporting and oversight).
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