AT&T details WarnerMedia spin-off ahead of Discovery transaction

AT&T expects to close the merger of WarnerMedia and Discovery in April.

March 25, 2022

2 Min Read

DALLAS – Today AT&T Inc. (NYSE:T) announced that it has declared a stock dividend to effect the spin-off of 100% of AT&T's interest in WarnerMedia to AT&T's shareholders. The record date for the stock dividend is the close of business on April 5, 2022.

This stock dividend is in connection with the previously announced transaction to combine AT&T's WarnerMedia business with Discovery, Inc. (DISCA). On the closing date of the transaction, anticipated to be in April, AT&T shareholders will receive, on a tax-free basis, an estimated 0.24 shares of stock in Warner Bros. Discovery, Inc. (WBD) for each share of AT&T common stock.

AT&T shareholders as of the stock dividend record date will be entitled to receive shares of WarnerMedia Spinco common stock, representing 100% of AT&T's interest in WarnerMedia. Immediately following this spin-off, the WarnerMedia Spinco shares will be exchanged for stock representing approximately 71% of the new WBD on a fully diluted basis. The exact number of shares of WBD common stock to be received by AT&T shareholders for each AT&T common share will be determined immediately before the closing based on the number of shares of AT&T common stock outstanding and the number of shares of Discovery common stock outstanding on an as-converted and as-exercised basis.

AT&T shareholders do not need to take any action. Their WarnerMedia Spinco shares will automatically be exchanged for WBD common stock in the merger, which will occur on the closing date of the transaction. Following close of the transaction, AT&T shareholders will continue to hold, along with their new shares of WBD common stock, the same number of shares of AT&T common stock they held immediately prior to close. After close, investors should expect that AT&T's share price will adjust to reflect the transfer of the WarnerMedia business to the newly formed Warner Bros. Discovery entity.

Factors that May Affect the Timing of the Spin-Off

The timing of the spin-off is subject to the satisfaction or waiver of the closing conditions for the transaction. If certain closing conditions are not satisfied or waived in advance of April 5, AT&T may elect to change the stock dividend record date to a later date.

AT&T Declares Dividends on Common and Preferred Stock

With the close of the pending WarnerMedia transaction expected in April, the AT&T board of directors today also declared a second quarter dividend of $0.2775 per share on the company's common stock. While future dividends remain subject to board approval, this amount is consistent with AT&T's previous announcement that the board had approved an expected post-close annual common dividend of $1.11 per share. At the updated rate, AT&T's stock remains among the best dividend-yielding stocks in the United States and in the Fortune 500.

Read the full announcement here.


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