Debevoise Advises Discovery in the Acquisition of WarnerMedia From AT&T In a Reverse Morris Trust Transaction

19 May 2021

Debevoise & Plimpton LLP is advising Discovery, Inc. (NASDAQ: DISCA, DISCB, DISCK) in its acquisition of WarnerMedia from AT&T Inc. (NYSE: T), in a transaction that values the combined entity at approximately $130 billion. Under the terms of the agreement, which is structured as a Reverse Morris Trust transaction, AT&T would receive $43 billion (subject to adjustment) in a combination of cash, debt securities, and WarnerMedia’s retention of certain debt, and AT&T’s shareholders would receive stock representing 71% of the new company; Discovery shareholders would own 29% of the new company. For more information, please see the company’s press release.

The new company will compete globally in the fast-growing direct-to-consumer business -- bringing compelling content to DTC subscribers across its portfolio, including HBO Max and the recently launched discovery+. The transaction will combine WarnerMedia’s storied content library of popular and valuable IP with Discovery’s global footprint, trove of local-language content and deep regional expertise across more than 200 countries and territories. The new company will be able to invest in more original content for its streaming services, enhance the programming options across its global linear pay TV and broadcast channels, and offer more innovative video experiences and consumer choices.

The Debevoise team is led by M&A partners Jonathan Levitsky, Sue Meng and Jeffrey Rosen and includes associates Erik Andrén, Marisa Demko, Katherine Durnan, Robert Geren, Sarah Jacobson and Caitlin Joseph, finance partners Jeffrey Ross and Ramya Tiller and associates Jordana Palgon and Jonathon Yeung, benefits partner Lawrence Cagney and associates Simone Hicks, Spencer Mizerak and Wendy Widman, tax partners Gary Friedman and Peter Furci and associates Benjamin Friedman and Cameron Rotblat, capital markets partner Matthew Kaplan and associates Alice Gu and Benjamin Pedersen and intellectual property partner Henry Lebowitz and associates Tigist Kassahun and Emily Mackay.