Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

AT&T INC.

(T)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector news

AT&T-Warner Deal Puts Some Discovery Insiders Ahead From the Start

05/19/2021 | 12:29pm EDT

By Theo Francis

Some of Discovery Inc.'s biggest shareholders are getting a premium price for their stakes in the media company under the deal that combines it with AT&T Inc.'s media business, securities filings show.

Advance Publications Inc. and Newhouse Broadcasting Corp., which already control around a quarter of two classes of Discovery's shares, are set to receive what amounts to a 14% premium over their ownership stake in exchange for agreeing to vote for the deal and convert their preferred shares to common shares.

The companies have yet to file formal registration statements detailing the transaction. But available details show the degree to which insiders are poised to benefit from a deal that shook the media and telecommunications landscapes on Monday, when AT&T said it would spin off HBO, CNN and the rest of its WarnerMedia division and combine it with Discovery.

Some of the preferred shares held by Advance and Newhouse give the investors "consent rights" over major decisions, including issuing new stock, mergers and other business combinations, Discovery's most recent annual report notes.

Under the deal proposed by AT&T and Discovery, the resulting company will emerge with a single share class, eliminating the special privileges that the Advance/Newhouse investors have, securities filings say.

In return for Advance's and Newhouse's consent for the transaction, Discovery has agreed to increase the number of common shares that the investors will receive by converting preferred shares, yielding the 14% premium, the securities filings say. The companies' stake in Discovery was valued at about $5.4 billion as of Monday's close, according to a calculation by InsiderScore, which analyzes stock transactions by corporate insiders.

Discovery also agreed to name to the board of the combined company Advance/Newhouse Partnership Chief Executive Steve Miron, who is also a senior executive at Advance, and Steven Newhouse, Advance's co-president, the filings show. Advance Publications is controlled by the Newhouse family and owns the Condé Nast magazine empire and metropolitan newspapers, among other media properties.

As part of the arrangement, Advance and Newhouse have agreed to vote in favor of the transaction even if Discovery's board changes its mind and recommends that shareholders oppose it, AT&T says in a securities filing.

John Malone -- a media magnate who sits on Discovery's board and controls about a quarter of the voting power of Discovery's shares -- has made a similar pledge, but said in a statement that he supported the deal without seeking a premium. Together, Mr. Malone, Advance and Newhouse control about 44% of Discovery's voting shares, AT&T notes in a filing.

In a statement, Advance called the transaction good for all shareholders and said that the company is forfeiting significant rights by voting to abandon the old share-class structure and that an independent committee of Discovery's board concluded its premium was fair.

AT&T and Discovery have said they expect the deal to close in mid-2022.

Write to Theo Francis at theo.francis@wsj.com

(END) Dow Jones Newswires

05-19-21 1429ET

Stocks mentioned in the article
ChangeLast1st jan.
AT&T INC. 0.59% 25.64 Delayed Quote.-10.85%
DISCOVERY, INC. 0.76% 25.29 Delayed Quote.-15.95%
DJ INDUSTRIAL 0.18% 35741.15 Delayed Quote.16.57%
FORMULA ONE GROUP 1.09% 55.5 Delayed Quote.30.28%
LIBERTY BROADBAND CORPORATION -0.20% 175.69 Delayed Quote.10.94%
LIBERTY GLOBAL PLC -0.27% 29.62 Delayed Quote.22.30%
THE LIBERTY BRAVES GROUP 0.64% 28.26 Delayed Quote.13.59%
THE LIBERTY SIRIUSXM GROUP 0.00% 48.96 Delayed Quote.12.53%
All news about AT&T INC.
10/25AT&T : Our colleagues take part in the opening bell at the NYSE
PU
10/25LOCKHEED MARTIN : Elects John M. Donovan to Board of Directors
AQ
10/25AT&T : Thinking about buying stock in AT&T, Tesla, Pfizer, Progenity, or Energous Corp?
PR
10/21GLOBAL MARKETS LIVE : Tesla, Unilever, Paypal, Elliott, Novartis...
10/21NDEAM : Taking the ‘dis' out of job opportunities for those with disabilities
PU
10/21AT&T : FirstNet and O2X Bring Health and Wellness Training to First Responders
PU
10/21Today on Wall Street: TRUTH will prevail
10/21AT&T : Thinking about buying stock in First Wave BioPharma, Ford, AT&T, FTC Solar, or Tris..
PR
10/21AT&T : Says Company Experiencing Some Stress Due to Supply Chain Issues
MT
10/21AT&T : Reports Mixed Third-Quarter Results While HBO Subscribers Seen Reaching High End of..
MT
More news
Analyst Recommendations on AT&T INC.
More recommendations
Financials (USD)
Sales 2021 169 B - -
Net income 2021 19 875 M - -
Net Debt 2021 157 B - -
P/E ratio 2021 9,26x
Yield 2021 8,12%
Capitalization 183 B 183 B -
EV / Sales 2021 2,02x
EV / Sales 2022 2,18x
Nbr of Employees 214 840
Free-Float 93,6%
Chart AT&T INC.
Duration : Period :
AT&T Inc. Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends AT&T INC.
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 28
Last Close Price 25,64 $
Average target price 31,63 $
Spread / Average Target 23,4%
EPS Revisions
Managers and Directors
John T. Stankey President, CEO, COO & Director
Pascal Desroches Chief Financial Officer & Senior Executive VP
William E. Kennard Independent Chairman
David S. Huntley Chief Compliance Officer & Senior Executive VP
Matthew K. Rose Lead Independent Director
Sector and Competitors
1st jan.Capi. (M$)
AT&T INC.-10.85%183 066
T-MOBILE US-14.03%144 677
SOFTBANK GROUP CORP.-20.74%96 247
KDDI CORPORATION17.55%71 236
AMÉRICA MÓVIL, S.A.B. DE C.V.21.74%56 972
VODAFONE GROUP PLC-8.45%41 859