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Acquisition of Time Warner by AT&T
Media acquisition held from 2016 to 2018 From Wikipedia, the free encyclopedia
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AT&T, then the world's largest telecom company,[1] announced its intent on October 22, 2016, to acquire Time Warner (the media conglomerate owner of Warner Bros., Turner Broadcasting, and Home Box Office), for $85.4 billion.[2] The landmark deal was subjected to regulatory scrutiny and led to the Department of Justice to sue AT&T on November 20, 2017, in an antitrust lawsuit to block the acquisition.[3] AT&T and the DOJ went through a six-week court battle from March to June 2018 that concluded in the U.S. District Courts ruling in AT&T's favor on June 12, 2018.[4] After the acquisition closed, Time Warner was taken private, renamed to WarnerMedia LLC, and became a wholly owned subsidiary of AT&T.[5]
On July 12, 2018, the Justice Department appealed to the D.C. Circuit Court of Appeals to undo the merger but the courts upheld the acquisition[6][7] In May 2018, AT&T announced plans to create a streaming platform [8] using WarnerMedia's content library and presided over HBO Max's launch in May 2020.[9] After nearly three years of managing WarnerMedia, AT&T announced its decision on May 17, 2021, to spin-off WarnerMedia and merge it with Discovery, Inc [10] in a Reverse Morris Trust. The merger of Discovery and WarnerMedia closed on April 8, 2022, and Warner Bros. Discovery (WBD) was established.[11]
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Background history
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Corporate affairs of AT&T
In July 1877, Alexander Graham Bell, Gardiner G. Hubbard, and Thomas Sanders, members of the Bell Patent Association, founded the Bell Telephone Company, the world's first telecommunications company. Bell Telephone later established the American Telephone and Telegraph Company (AT&T Corp) and merged with it in 1885. Through its network of regional telecom companies, the Bell System, AT&T dominated all sectors of America's telephone industry in a regulated monopoly. AT&T, often called "Ma Bell" due to its unrivaled dominance in the telephone industry, was sued by the Justice Department in 1984 in the case of United States V. AT&T. By 1982, AT&T settled with the DOJ to breakup the Bell System into seven regional "Baby Bell" companies, a change that took effect January 1, 1984. [12]
Following the breakup, AT&T ventured into new industries of telecommunications. In 1992, AT&T acquired 1/3 of McCaw Cellular Communications and the remainder of it in 1994 for $11.5 billion, folding it into AT&T Wireless Group. AT&T acquired Tele-Communications Inc and later MediaOne, consolidating them into its subdivision of AT&T Broadband.[13] This made AT&T the largest cable operator and broadband supporter in the United States, but despite this diversification, AT&T unveiled plans in 2000 to separate these divisions into public companies by 2002.[14][15] SBC Communications emerged in 1984 as the smallest of the baby bells and went on to acquire several baby bell companies following deregulated telecom regulations after the passage of the Telecommunications Act of 1996. This culminated in SBC acquiring its former parent, AT&T Corp, in 2005 and renaming itself to AT&T Inc, while retaining its previous history as SBC Communications. [16][17]
Corporate affairs of Time Warner
Time Warner was created through the merger of Time Inc. and Warner Communications from 1989 to 1990.[18][19] Warner Communications, founded by Steven Ross in the 1960s, started out as Kinney National in the service industry, before transitioning to entertainment and cable.[20] Time Inc., founded by Henry Luce in 1922, controlled over a hundred magazine lines by the 1980s. Time Warner formed the Time Warner Entertainment limited partnership in 1991 with companies like Toshiba and US West (a baby bell).[21][22] In 1996, Time Warner acquired the Atlanta-based Turner Broadcasting System and gained a multitude of cable networks like CNN and TBS.[23] By 1998, US West's 25% stake in Time Warner was transferred to MediaOne and later AT&T, marking the first relations between the two companies.[24] In 2000, the Virginia-based tech company, America Online (AOL), agreed to acquire Time Warner in a deal valued at over $150 billion. The merger was the largest of its time and happened at the height of the Dot-com bubble.[25][26]
By January 11, 2001, the merger closed,[27] and the newly merged company, AOL Time Warner, was supposed to be blend of traditional and digital media, but it went on to become one of the most infamous mergers in history. The expected synergies between AOL and Time Warner never formalized, and over $90 billion in losses occurred. Numerous executives like Gerald Levin, Steve Case, and Ted Turner resigned from the company and by 2003, Time Warner removed AOL from its corporate name and gained full ownership of the Time Warner Entertainment partnership.[28][29] Between 2004 to 2009, long time subsidiaries like Warner Music Group, AOL Time Warner Book Group, and Time Warner Cable were either sold or spun off to bring down Time Warner's debt load. On December 9, 2009, under CEO Jeff Bewkes, Time Warner spun off AOL as a separate company, effectively bringing an end to the two companies' shared union.[30][31]
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Merger developments
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Randall L. Stephenson, the CEO and Chairman of AT&T from 2007 to 2021
Jeff Bewkes, Time Warner Chairman and CEO (2008 - 2018)
Leadup to the acquisition
After spinning off AOL and Time Warner Cable, Time Warner was no longer the world's largest entertainment company.[32] In 2014, Time Warner spun off Time Inc. and this left it as a content creation company.[33] 21st Century Fox attempted to acquire Time Warner but later dropped its bid. [34] In 2015, Apple executives proposed Time Warner being purchased by Apple, but both Jeff Bewkes and Tim Cook assert that such an acquisition was never considered.[35] Under CEO Randall L. Stephenson, AT&T formed the Otter Media joint venture with the Chernin Group in 2014 and acquired DirecTV for $49 billion in 2015.[36] AT&T became interested in acquiring a legacy media company and held talks with Summer and Shari Redstone about acquiring CBS Corporation but later backtracked from it.[37]
Bob Iger spoke with Jeff Bewkes about the Walt Disney Company potentially acquiring Time Warner, but these conservations went nowhere as Bewkes soon entered talks with AT&T.[38] After weeks of media speculation, AT&T announced on October 22, 2016, that it would acquire Time Warner for $85.4 billion and assume debts of $21.3 billion, totaling the offer to $108.7 billion.[39] Existing Time Warner shareholders would be entitled to receive $53.75 per share in cash and $53.75 in AT&T stock. Both of the companies' Board of Directors approved the deal. The offer took place during the 2016 United States Presidential Election, with Donald Trump, the Republican nominee, voicing criticism, while Hillary Clinton's campaign expressed skepticism.[40] Steve Case, the former CEO of AOL, reflected on the AOL-Time Warner merger and warned AT&T to avoid repeating the same mistakes that hindered synergies between AOL and Time Warner.[41] Bewkes acknowledged that he would resign as Time Warner CEO but pledged to remain until the acquisition closed.
Antitrust and regulatory challenges
President Donald Trump during his first term (2017 - 2021)
Makan Delrahim, Assistant Attorney General for the DOJ's antitrust division
U.S. District Judge Richard J. Leon
The AT&T/Time Warner deal was met with a mixture of concern and praise from the entertainment industry. American Communications Association issued a statement cautious of the deal, saying, "If an AT&T/Time Warner deal is forged as reported, regulators must closely examine the vertical integration of the merged company." The acquisition was applauded on Wall Street and frequently compared to Comcast's acquisition of NBCUniversal. Prominent congressional senators, including Chuck Grassley and Bernie Sanders, expressed similar concerns as Trump and Clinton did about the merger.[42] After defeating Clinton and winning the Presidential Election on November 9, 2016, Trump, now the President-Elect, stated his administration would block the Time Warner acquisition. On December 7, 2016, Randall Stephenson and Jeff Bewkes testified before Congress to explain their rationale for the acquisition and to highlight the benefits it would bring to consumers.[43][44][45] On January 12, 2017, several days before Trump's first inauguration, Stephenson and several AT&T executives met with Trump, though the ongoing acquisition was not mentioned.[46]
By mid-February 2017, Time Warner shareholders approved AT&T's takeover, with the acquisition slated to close in late 2017.[47] Bewkes responded by telling investors "We think this transaction makes sense strategically and financially.'' On February 28, 2017, Ajit Pai (FCC Chairman), passed the reviewing decision of the AT&T/Time Warner merger to the Department of Justice.[48] The European Union approved the acquisition on March 17, 2017. Randall Stephenson and Makan Delrahim (Assistant Attorney General) met on November 8, 2017, to discuss AT&T possibly selling DirecTV or Turner Broadcasting to clear regulations.[49] On November 20, 2017, the DOJ unexpectedly sued AT&T to block the Time Warner acquisition. The case of United States V AT&T (2019) marked the third legal clash between AT&T and the DOJ after AT&T's unsuccessful bid for T-Mobile in 2011 and United States V. AT&T (1974). It was the most high-profile antitrust dispute since United States V. Microsoft Corporation. AT&T described the lawsuit as a “radical and inexplicable departure from decades of antitrust precedent” while the Justice Department stated that AT&T's acquisition of Time Warner would “greatly harm American consumers.”
Prior to the lawsuit, there was sentiment that the AT&T-Time Warner merger would face little regulatory scrutiny as the DOJ previously approved Comcast's acquisition of NBCUniversal. As conspiracies arose over the lawsuit secretly being about AT&T's refusal to consider a divestment of CNN, Randall Stephenson commented by saying "Frankly, I don't know.", but he reiterated that AT&T would not sell.[50][51] Settlement talks between AT&T and the DOJ failed by December 19th,[52] and the court trial was scheduled to begin in March 2018. In response, Time Warner and AT&T extended the merger deadline to June 21, 2018.[53] The court trial began on March 19, 2018, and would last for six weeks.[54] District Judge Richard J. Leon, presided over the trial. Jeff Bewkes testified on April 18th [55] and assured that AT&T would not withhold Time Warner's content from competitors. Stephenson testified on April 19th [56] and argued that the acquisition presented AT&T with a rare opportunity. On June 12, 2018, Judge Leon ruled that AT&T could proceed with acquiring Time Warner. The acquisition closed on June 14, 2018, and Time Warner was renamed to WarnerMedia on June 15th, 2018.[57][58][59] WarnerMedia's ticker symbol of (TWX) was delisted off the New York Stock Exchange and it was turned into a limited liability company and became privately owned. WarnerMedia's financial statements were reported under AT&T's SEC filings.
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Overseeing WarnerMedia
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AT&T's restructuring efforts
By June 15, 2018, Bewkes resigned as WarnerMedia CEO and John Stankey, a longtime AT&T executive, assumed the role.[60] Hours into his role, Stankey announced the resignation of Turner CEO, John Martin.[61] Variety interviewed Stankey on June 18, 2018, and he acknowledged that the WarnerMedia purchase left AT&T with a debt load of over $180 billion but assured it was manageable. Stankey said he planned to familiarize himself with WarnerMedia's 24,000 employees, stating "None of these employees know me or who I am. I need to pull some of the mystery out of the equation." When asked about immediate changes to WarnerMedia, Stankey said there were no plans to immediately restructure the company. He did however mention plans to integrate AT&T's data-mining expertise with WarnerMedia's content creation abilities, saying "We’ve got a great opportunity to bring data and information to how we run these businesses, particularly the target advertising so we can integrate around the advertising model.” [62] On July 12, 2018, the DOJ appealed to the D.C. Circuit Court of Appeals to contest Judge Leon's decision.[63][64][65] AT&T reiterated that it would not sell Turner Broadcasting but would hold off on reorganizing WarnerMedia until the Courts' decision. AT&T bought out the remainder of Otter Media on August 7, 2018, and folded it into WarnerMedia.[66] On September 25, 2018, AT&T's advertising division was restructured into Xandr with its CEO, Brian Lesser, retaining his role.[67][68] On October 10, 2018, AT&T announced plans for WarnerMedia to create a Netflix competitor streaming service using HBO's branding.[69]
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On February 20, 2019, the Circuit Courts upheld Judge Leon's 2018 ruling, and the Justice Department ceased further attempts at undoing the merger.[70][71] With all legal hurdles cleared, AT&T would soon begin restructuring WarnerMedia. Upon this news, longtime executives like Turner's David Levy and HBO's Richard Plepler resigned from WarnerMedia on February 29, 2019.[72] AT&T dissolved Turner Broadcasting as a standalone business on March 4, 2019, and established several new WarnerMedia divisions to bring together Warner Bros., HBO, and the Turner Networks under a single corporate structure. These included WarnerMedia Entertainment (led by Bob Greenblatt), overseeing Home Box Office, TBS, TNT, TruTV, and the upcoming streaming service; WarnerMedia News & Sports (led by Jeff Zucker), managing CNN Worldwide, Turner Sports, Bleacher Report, and AT&T SportsNet; WarnerMedia Sales & International (led by Gerhard Zeiler) handling WarnerMedia International and distribution; and Warner Bros. Global Kids, Young Adults, and Classics, (subdivision of Warner Bros. Entertainment, operating Cartoon Network Inc., TCM, and Otter Media.[73][74] On March 13, 2019, Ted Turner issued a statement entrusting Stephenson and Stankey to handle Turner's former assets.[75][76]
AT&T sold WarnerMedia's 9.5 stake in Hulu to the Walt Disney Company (then the majority-owner of Hulu after purchasing 21st Century Fox) on April 15, 2019, in a $1.43 billion deal.[77] On April 24, 2019, WarnerMedia announced a $2.2 billion sale-leaseback of its 30 Hudson Yards headquarters to bring down AT&T's debt. The leaseback was finalized by June 2019, while WarnerMedia was transferring from the Time Warner Center.[78][79] On May 31, 2019, Otter Media was transferred from Warner Bros. to WarnerMedia Entertainment and given oversight to preside over WarnerMedia's upcoming streaming business. At the time, the service was slated for a fall 2019 preview and full release in 2020.[80] Near the one-year anniversary of being WarnerMedia CEO, CNBC interviewed John Stankey on June 7, 2019. He denied rumors of culture clashes between AT&T and WarnerMedia, mentioned plans to integrate DirecTV Now into WarnerMedia's streaming business (this never happened), and pledged to realign WarnerMedia for the future of media consumption.[81] Ann Sarnoff was appointed CEO of Warner Bros. on June 24, 2019, to fill in the vacancy left by Kevin Tsujihara following his resignation after leaked texts showed relations with an actress. On July 9, 2019, WarnerMedia's streaming service was unveiled as HBO Max and slated for a spring 2020 release.[82]
Executive reshufflings
On September 3, 2019, John Stankey was promoted to Chief Operating Officer and President of AT&T, while continuing to serve as CEO of WarnerMedia.[83] Elliot Management, an activist investment firm, purchased a $3.2 billion stake in AT&T on September 9, 2019, and argued the telecom giant was pivoting in the wrong direction with its media acquisitions and that it eroded shareholder value in AT&T stock and led to the telecom company accumulating enormous levels of debt. In a letter sent to AT&T's Board of Directors, Elliot said that “AT&T has yet to articulate a clear strategic rationale for why it needs to own Time Warner." and that it remained cautious over WarnerMedia's financial performance.[84][85] Elliot criticized the DirecTV acquisition and suggested AT&T should sell it. It also proclaimed that AT&T had no clear vision for the upcoming HBO Max service and believed that Randall Stephenson would soon retire from AT&T.[86] Elliot questioned John Stankey's leadership of WarnerMedia and suggested he was Stephenson's heir apparent as AT&T CEO.
On September 17, 2019, Stephenson denied rumors of Stankey succeeding him, stating "the board hasn't informed me I'm retiring yet." He defended the purchases of DirecTV and Time Warner and said they would provide long term benefit to AT&T. John Stankey also defended AT&T's media acquisitions and said, "the collection of assets we have accumulated were pointed out to be something that could create significant value." [87] President Trump praised Elliot's stake in AT&T and suggested it would improve CNN. Earlier in 2019, he publicly called for a boycott of AT&T. On September 24, 2019, Stankey was interviewed by Variety and he called AT&T's critics "categorically wrong" about Stephenson's diversification strategy. Stankey said he was not looking for successors to him as WarnerMedia CEO but said pressure from Elliot may fuel leadership changes at WarnerMedia.[88] At the time Jeff Zucker, Brian Lesser, and Bob Greenblatt emerged as potential successors as WarnerMedia CEO.[89] Stankey declined to comment on AT&T succession speculation, saying that those decisions are decided by the board of directors.
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Divestment and Spinoff
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Founding of Warner Bros. Discovery
On May 16, 2021, Bloomberg News reported that AT&T was considering an offer to divest 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.[90][91] 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.[92][93][94]
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.[92] Zaslav stated that the two companies would spend a combined US$20 billion annually on content (outpacing even Netflix). The company will aim to expand their streaming services, which includes WarnerMedia's HBO Max, to reach 400 million global subscribers.[93] It was stated that the company would aim to achieve $3 billion in cost savings via synergies within two years.[95]
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, itself paraphrasing Shakespeare's The Tempest. 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."[96][97]
In an SEC Filing on November 18, 2021, Discovery 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.[98]
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.[99] 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.[100]
On December 22, 2021, the transaction was approved by the European Commission.[101][102] 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 was considered a leading bidder.[103] The 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.[104] The CW's then-president-and-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."[105][106]
On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022.[107][108] 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.[109][110] The transaction was approved by the Brazilian antitrust regulator Cade on February 7,[111] followed by the United States Department of Justice on February 9.[112] 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.[113][114]
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 would 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.[115][116] The merger was officially completed on April 8, 2022, with trading beginning on the Nasdaq on April 11.[117]
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Post spinoff activities
AT&T fully left the media industry in 2025 after selling its majority stake in DirecTV.[118][119]
Works cited
Coll, Steve (January 1, 1988). The Deal of the Century: The Breakup of AT&T. Simon & Schuster. ISBN 9780671645922.
References
External links
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