The Discovery and WarnerMedia merger came one step closer to completion on Wednesday, with the approval of an antitrust review by U.S. government agencies, according to a filing with the Securities and Exchange Commission (SEC). Once completed, the merged company will be one of the largest media conglomerates in the US, with an amalgamation of Warner Bros.’ TV and movie items featuring Discovery’s huge catalog of television programs.
According to the SEC filing:
As of February 9, 2022, Discovery, Inc. (“Discovery”) and AT&T Inc. (“AT&T”) complied with the closing condition in Section 9.1(d)(i) of the Agreement and the Merger Plan (the “Merger Agreement”), dated May 17, 2021, by and between Discovery, AT&T, Drake Subsidiary, Inc. and Magallanes, Inc. (“Spinco”) with respect to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”). The statutory waiting period of the HSR Act has expired or otherwise terminated, and any agreement not to complete the transaction between the parties and the Federal Trade Commission or the Antitrust Division of the United States Department of Justice or any other applicable government agency is also expired or otherwise terminated.
AT&T announced last May that it would split WarnerMedia and merge it with Discovery. The deal requires AT&T to receive $43 billion in a combination of cash, debt securities and debt retention on the part of WarnerMedia in the entire equity transaction. AT&T bought WarnerMedia (then called TimeWarner) in 2016 for $85.4 billion. That deal was finally approved in 2018 after initially being opposed by the Justice Department. Last June, the companies announced that new media entity Warner Bros. It would be called Discovery.
The deal will then go to Discovery’s shareholders for a vote, which is expected to pass.