| | |
| Logo before the acquisition | |
| Logo after the acquisition | |
| Initiator | AT&T Inc. |
|---|---|
| Target | Time Warner Inc. |
| Type | Vertical Merger |
| Cost |
|
| Initiated | October 22, 2016 |
| Completed | June 14, 2018 |
| Resulting entity | Time Warner would be renamed to WarnerMedia |
| Status | Closed |
AT&T Inc. (then the world's largest telecom company) [1] declared its intent on October 22, 2016, to acquire Time Warner Inc. (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 Justice Department 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 integrated as an AT&T-owned subsidiary. [5]
The Justice Department appealed to the D.C. Circuit Court of Appeals, [6] but after the courts upheld the acquisition, the DOJ ended its efforts to reverse the merger. [7] In October 2018, AT&T announced plans to develop a streaming service using WarnerMedia's content library and later launched HBO Max on May 27, 2020. [8] [9] After nearly three years of running WarnerMedia, AT&T announced on May 17, 2021, that it would spin-off its media division through a Reverse Morris Trust transaction to merge it with Discovery Inc. [10] The M&A deal faced little opposition and the Discovery/WarnerMedia merger closed on April 8, 2022, leading to Warner Bros. Discovery's establishment. [11]
In July 1877, Alexander Graham Bell (inventor of the telephone) and members of the Bell Patent Association founded the Bell Telephone Company as the world's first telecommunications company. On March 5, 1885, Bell Telephone established the American Telephone and Telegraph Company (AT&T Corporation) and merged with it in 1889. AT&T became the parent company of the Bell System, a network of regional telecom companies, and under Theodore Newton Vail's leadership, adopted the slogan "One Policy, One System, Universal Service." For nearly a century, AT&T dominated virtually all industries of America's telephone industry in a regulated monopoly, earning it the nickname of "Ma Bell". On November 20, 1974, the Justice Department sued AT&T on accounts of antitrust violations in the case of United States V. AT&T (1984). [12] [13]
AT&T spent eight years battling the lawsuit, but in 1982, it settled with the DOJ to breakup its Bell System into several regional "Baby Bell" companies, [14] a change that went into effect on January 1, 1984. [15] [16] After the breakup, AT&T spent the next twenty years venturing into growing telecom sectors. In 1992, it acquired one-third of McCaw Cellular Communications and purchased the remaining shares in 1994 for $11.5 billion, folding it into AT&T Wireless. [17] AT&T also acquired Tele-Communications and MediaOne, and consolidated them into AT&T Broadband. [18] [19] By 2000, AT&T was the largest American cable operator and broadband supporter, but despite this, AT&T unveiled plans to restructure into smaller companies by 2002. [20] [21] SBC Communications, the smallest of the baby bells, emerged in 1984 and went on to acquire several baby bell companies following deregulated telecom regulations after the passage of the 1996 Telecommunications Act. In 2005, SBC acquired its former parent, AT&T Corp, and renamed itself to AT&T Inc., while retaining its previous history. [22] [23] With the BellSouth acquisition in 2006, AT&T reconstituted much of its former Bell System. [24]
Time Warner was established from the Time Inc./Warner Communications merger from 1989 to 1990. [25] [26] Warner Communications, led by Steven Ross, began as Kinney National Service in the 1960s and transitioned towards entertainment after buying out Warner Bros.-Seven Arts. [27] Time Inc., co-founded by Henry Luce and Briton Hadden, oversaw the creation of numerous magazine lines including Time, Fortune, Life, & People. In the 1990s, Time Warner formed the Time Warner Entertainment limited partnership with companies like Toshiba and US West (a baby bell). [28] [29] Time Warner also acquired the Atlanta-based Turner Broadcasting System and gained a multitude of cable networks like CNN and TBS along with the New Line Cinema film studio. [30] By 1998, US West's 25% stake in Time Warner was transferred to MediaOne and later AT&T, marking the first relations between the companies. [31] [32] In 2000, the Virginia-based 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. [33] [34]
The AOL/Time Warner merger, finalized on January 11, 2001, [35] aimed to create a diversified conglomerate combining traditional and digital media, but the anticipated synergies between the two companies never materialized, and the merger became one of the most infamous in history. AOL Time Warner's share price saw a steady decline, after peaking at $71 and dropping to lows of $8.70 per share when the dot-com bubble burst. In 2003, the company made corporate history when it announced to shareholders in its annual report, that it experienced an annual loss of $98.7 billion, the largest ever experienced by a company. Corporate clashes within the company led numerous executives like Gerald Levin, Steve Case, and Ted Turner to resign. [36] AOL Time Warner renamed itself to 'TimeWarner' and the company led efforts to restore shareholder faith. [37] [38] 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 the company's debt load. [39] On December 9, 2009, Time Warner spun off AOL as a standalone company, bringing an end to the merger. [40] [41]
After spinning off AOL and Time Warner Cable, Time Warner was no longer the world's largest entertainment company. [42] In 2014, Time Warner spun off Time Inc. and this left it as a content creation company. [43] 21st Century Fox attempted to acquire Time Warner but later dropped its bid. [44] 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. [45] 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. [46] [47] 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. [48] [49]
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. [50] After weeks of media speculation, [51] [52] 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. [53] 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. [54] 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. [55] Bewkes acknowledged that he would resign as Time Warner CEO but pledged to remain until the acquisition closed.
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. [56] 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. [57] [58] [59] 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. [60]
By mid-February 2017, Time Warner shareholders approved AT&T's takeover, with the acquisition slated to close in late 2017. [61] 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. [62] The European Union approved the acquisition on March 17, 2017. [63] 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. [64] On November 20, 2017, the DOJ unexpectedly sued AT&T to block the Time Warner acquisition. [65] 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 DOJ would have approved the Time Warner acquisition, as it previously approved the Comcast/NBCUniversal deal. As conspiracies arose over the law suit secretly being about AT&T's refusal to consider divesting CNN, Stephenson responded, saying "Frankly, I don't know.", but he reiterated that AT&T would not sell. [66] Settlement talks between AT&T and the DOJ faltered by December 19, 2017, and the court trial was scheduled for March 2018. [67] In response AT&T and Time Warner shareholders extended the merger deadline to June 21, 2018. [68] The trial began on March 19, 2018, and lasted for six weeks. [69] U.S. District Judge, Richard J. Leon, presided over the trial. Bewkes testified on April 18, 2019, and assured AT&T would not withhold Time Warner's content from competitors. [70] Stephenson testified on April 19, 2018, and said the acquisition presented AT&T with a rare opportunity. [71] On June 12, 2018, Judge Leon ruled that AT&T could proceed with acquiring Time Warner and that it posed no harm to consumers. The acquisition closed by June 14, 2018, and on that day, Time Warner was taken private and its ticker symbol (TWX) was delisted off the New York Stock Exchange. [72] [73] AT&T renamed Time Warner to WarnerMedia on June 15, 2018, and the company's financial performance was reported under AT&T's SEC filings. [74]
By June 15, 2018, Bewkes resigned as WarnerMedia CEO and John Stankey, a longtime AT&T executive, assumed the role. [75] Hours into his role, Stankey announced the resignation of Turner CEO, John Martin. [76] 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.” [77] On July 12, 2018, the DOJ appealed to the D.C. Circuit Court of Appeals to contest Judge Leon's decision. [78] [79] [80] 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. [81] On September 25, 2018, AT&T's advertising division was restructured into Xandr with its CEO, Brian Lesser, retaining his role. [82] [83] On October 10, 2018, AT&T announced plans for WarnerMedia to create a Netflix competitor streaming service using HBO's branding. [84]
On February 20, 2019, the Circuit Courts upheld Judge Leon's 2018 ruling, and the Justice Department ceased further attempts at undoing the merger. [85] [86] 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 28, 2019. [87] AT&T dissolved Turner Broadcasting as a standalone company on March 4, 2019, [88] 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, advertising, and distribution; and Warner Bros. Global Kids, Young Adults, and Classics, (subdivision of Warner Bros. Entertainment, operating Cartoon Network Inc., TCM, and Otter Media. [89] [90] On March 13, 2019, Ted Turner issued a statement entrusting Stephenson and Stankey to handle Turner Broadcasting's former assets. [91] [92]
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. [93] 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. [94] [95] 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. [96] 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. [97] 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 sexual relations with an actress. On July 9, 2019, WarnerMedia's streaming service was unveiled as HBO Max and slated for a spring 2020 release. [98]
John Stankey was appointed AT&T's President and Chief Operating Officer on September 3, 2018, while continuing as WarnerMedia's CEO. [99] [100] On September 9, 2019, the activist investment firm, Elliot Management, purchased a $3.2 billion stake in AT&T and sent a letter to its Board of Directors. [101] In the letter, Elliot expressed criticism at AT&T's costly acquisitions of Time Warner and DirecTV and argued it eroded shareholder value and led to enormous debt levels. [102] [103] One statement by Elliot wrote “AT&T has yet to articulate a clear strategic rationale for why it needs to own Time Warner." Elliot also said AT&T should divest itself of DirecTV, that there was no clear vision for the upcoming HBO Max service and that Stankey was Randall Stephenson's heir apparent as AT&T CEO. Stankey's leadership of WarnerMedia was also questioned by Elliot. Randall Stephenson responded to Elliot's letter on September 17, 2019, and denied rumors of Stankey being AT&T's next CEO, saying "the board hasn't informed me I'm retiring yet.'' He defended AT&T'S media acquisitions and said they would provide long term benefit. [104] Stankey too defended these purchases, saying "the collection of assets we have accumulated were pointed out to be something that could create significant value." President Trump praised Elliot's stake in AT&T and suggested it would improve CNN.
On September 24, 2019, Variety interviewed Stankey and he defended AT&T's diversification strategy under Stephenson, calling critics of it "categorically wrong." He said successors to him as WarnerMedia's CEO were not being searched but pressure from Elliot might fuel executive changes. [105] WarnerMedia execs like Jeff Zucker and Bob Greenblatt were widely seen as potential frontrunners. [106] When asked to comment on AT&T's CEO succession plan, Stankey declined to and said those decisions were up to the Board of Directors. The Wall Street Journal interviewed Stankey on September 25, 2019, and when asked about WarnerMedia's CEO succession, Stankey replied, "I'm not looking to find my successor right at the moment." [107] He also denied rumors of a DirecTV sale [108] By October 28, 2019, AT&T reached a three-year resolution with Elliot Management and pledged to no longer engage in giant acquisitions. [109] Randall Stephenson pledged to remain AT&T's Chairman and CEO until 2020 and said AT&T would "evaluate multiple options, and that includes partnerships and other structures for DirecTV." [110] [111] HBO Max was officially unveiled to AT&T investors at the Warner Bros. Burbank lot on October 29, 2019. The service was scheduled for a May 2020 release, with pricing at $14.00 a month and over 10,000 hours of content available. [112] [113] Stephenson described HBO Max as being unlike Netflix or Disney, but something entirely unique. AT&T pledged to invest $2 billion a year in HBO Max and projected it to have 75-90 million subscribers in 2025, having then reached a point of profitability. [114]
By December 2019, it was acknowledged that successors were being examined to replace John Stankey as WarnerMedia CEO. [115] During AT&T's annual report in January 2020, the telecom giant revealed it paid down over $20 billion in debt by the end of 2019. WarnerMedia announced the creation of the WarnerMax film label in February 2020, to provide original films for HBO Max. On March 11, 2020, Xandr CEO, Brian Lesser, resigned from WarnerMedia upon learning he would not become WarnerMedia CEO. [116] [117] Concurrent with Lesser's resignation, the World Health Organization declared the COVID-19 Pandemic to be a global health emergency. In response, President Trump declared the United States would implement measures to combat the virus. These measures included lockdowns and stay-at-home orders, which led to much of Warner Bros. 2020 film slate either being rescheduled or moved to HBO Max. By April 2020, John Stankey was promoted AT&T CEO following Stephenson's retirement and Xandr was folded into WarnerMedia Sales & Distribution. [118] Hulu Co-founder, Jason Kilar, was appointed WarnerMedia CEO and began serving May 1, 2020. HBO Max was officially released on May 4, 2020. Kilar took efforts to reorganize WarnerMedia amidst the Pandemic, and these included mass layoffs and several new divisions (WarnerMedia Studios & Networks and WarnerMedia Direct) along with WarnerMedia International being separated from WarnerMedia Sales & Distribution. A sale of Warner Bros Interactive was proposed, but scrapped by AT&T. Kilar faced criticism from the entertainment industry for WarnerMedia's Project Popcorn initiative that releases Warner Bros' 2021 film slate simultaneously in theaters and HBO Max.
| WarnerMedia Studios & Networks | WarnerMedia International | WarnerMedia News & Sports | WarnerMedia Sales & Distribution | WarnerMedia Direct |
|---|---|---|---|---|
|
|
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. [119] [120] 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. [121] [122] [123]
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. [121] 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. [122] It was stated that the company would aim to achieve $3 billion in cost savings via synergies within two years. [124] 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." [125] [126]
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. [127] 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. [128] 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. [129] On December 22, 2021, the transaction was approved by the European Commission. [130] [131] 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. [132] 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. [133] 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." [134] [135]
On January 26, 2022, AT&T CEO John Stankey stated that the merger was expected to close sometime during the second quarter of 2022. [136] [137] 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. [138] [139] The transaction was approved by the Brazilian antitrust regulator Cade on February 7, [140] followed by the United States Department of Justice on February 9. [141] 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. [142] [143] 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. [144] [145] The merger was officially completed on April 8, 2022, with trading beginning on the Nasdaq on April 11. [146]
AT&T fully left the media industry in 2025 after selling its majority stake in DirecTV. [147] [148]
Coll, Steve (January 1, 1988). The Deal of the Century: The Breakup of AT&T. Simon & Schuster. ISBN 9780671645922.