Discovery and AT&T: How a Huge Media Deal Was Done

>>> Check Out Today’s BEST Amazon Deals!<<<<

Deals are rarely smooth, and an anomaly with Discovery’s share price dovetailed with the negotiations. Discovery’s stock began to inexplicably rocket in February and March to $75 from $45 because of a convoluted trading scandal involving Archegos, a little-known private investment firm that bet big on Discovery and other companies via derivatives using billions in borrowed money.

With banks forced to buy shares to hedge their spiraling exposure to Archegos, Discovery’s market value jumped nearly 60 percent, for no obvious reason to outsiders. But by May, the stock had returned to where it was during Mr. Zaslav’s initial approach, and the two sides ultimately forged a deal that gave 71 percent of the new company to AT&T shareholders and 29 percent to Discovery.

Now, the trick was closing it before word could leak out.

One awkward conversation awaiting Mr. Stankey was with Jason Kilar, the former chief of Hulu tapped by AT&T, with great fanfare, just a year earlier to lead WarnerMedia. To mark the occasion of his first anniversary on the job, Mr. Kilar had agreed — with AT&T’s blessing — to be profiled by The Wall Street Journal. He invited a reporter in late April to interview him on the Warner Bros. lot in Burbank, Calif., unaware that across the country, his colleagues were feverishly working to close the deal.

At some point during the week of May 3, Mr. Stankey dropped the bomb: He informed Mr. Kilar that the company would soon change hands, and it was unclear what Mr. Kilar’s role might be. The 2,600-word Journal profile of Mr. Kilar, which included a quote from Mr. Stankey, was published on May 14, three days before the deal was announced.

Usually a cheerful presence on Twitter, Mr. Kilar didn’t bother sharing the article with his 37,000 followers. By the weekend, Mr. Kilar had retained the entertainment power lawyer Allen Grubman to start negotiating his exit.

A little after 7 a.m. on Sunday, Mr. Zaslav boarded a corporate jet at a small airport on the East End of Long Island, not far from his home, to head to AT&T’s Dallas headquarters to put the finishing touches on the deal. But just over an hour into the flight, word got out through Bloomberg’s black-and-orange terminal screens: “AT&T is in talks to combine content assets with Discovery.”

View Source

After Media Detour, AT&T Confronts Old Problems

“It would have been an amazing merger,” said David Barden, a senior research analyst at Bank of America. “It would have kind of perpetuated the AT&T juggernaut of growth through acquisition — not through organic — but it failed.”

Mr. Stephenson then looked to the attractive profit margins found in media and entertainment. In 2014, he announced a deal for DirecTV, a transaction that he promised would “redefine the industry.”

But AT&T bought into the pay-TV industry at its peak. Not long after it acquired the satellite service, consumers left in droves.

“One thing they didn’t — they could not have anticipated, was that 2014 was the last year linear video would grow,” Mr. Barden, referring to the cable TV business. “Because who was out there in the wings? This little company called Netflix.” Customers began to cut their cords and cable subscriptions began their descent.

Then came Time Warner. Numerous analysts pointed out that owning a company that makes money by distributing shows and films as widely as possible wouldn’t give AT&T any advantage. In other words, it would still have to license HBO and CNN to rivals like Verizon’s television service, or to cable giants like Comcast. AT&T would have a hard time justifying keeping the content for itself.

The Justice Department sued AT&T to block the deal, but it lost its case in court.

Makan Delrahim, the former Justice Department antitrust chief who oversaw the suit, said in an interview that AT&T’s rampant deal making was a “classic case” of corporate misbehaving. The company “did a series of mergers and acquisitions and really were not rational for their business execution,” he said, “T-Mobile, DirecTV and Time Warner. And this is the result.”

Mr. Whitacre, the founding chief executive of the modern AT&T, offered another view.

“The deals we made while I was chairman — which was a long time — was acquiring the businesses that we were familiar with, the businesses we were in,” he said in an interview. “And when I left, that changed.”

Mr. Whitacre, who is still an AT&T shareholder, said he liked the Discovery deal, getting the company back to “where we came from, if you would.”

View Source

How a Megadeal Reunited CNN’s Jeff Zucker With a Powerful Old Friend

All agreed that Mr. Zaslav’s takeover raised the odds that Mr. Zucker would stay put, perhaps in an expanded role that encompasses more of Discovery and Warner’s combined news and sports assets. Discovery, for instance, owns Eurosport, a European network with broadcast rights to the Olympics and major tournaments in tennis and golf.

“They were a formidable team when they were together at NBC,” said Jeff Gaspin, a former chairman of entertainment at NBCUniversal who has worked closely with both men. “They’ll make a formidable team at Warner if Jeff chooses to stay.”

The two men started at NBC in the late 1980s. They trained under Jack Welch, the chairman of General Electric, which controlled the media company, and ascended during NBC’s “Must See TV” golden age in the 1990s.

“It was a time that we would look at each other, and we believed that anything was possible,” Mr. Zaslav once said, reflecting on their salad days at NBC. Mr. Zucker eventually became chief executive; Mr. Zaslav left to run Discovery in 2007.

Prickly and blunt, Mr. Zucker is not known for befriending other executives who could become rivals down the road. But he has said he and Mr. Zaslav grew closer after they left NBC. Only a handful of guests were invited to Mr. Zucker’s intimate 50th birthday party in 2015 at a hotel in Lower Manhattan; Mr. Zaslav and his wife, Pam, made the cut.

In 2019, when Mr. Zaslav presented a career achievement award to Mr. Zucker at a starry luncheon in Midtown Manhattan, he called the CNN president “one of the greatest media leaders of all time.”

Inside CNN, the reaction to this week’s merger announcement has been happiness and relief. Mr. Zucker’s loyalists were uneasy about the prospect of his departure, and rumors flew that AT&T, facing a giant debt burden, would consider selling the highly profitable news network, perhaps leaving it in the hands of an owner less than committed to its journalistic mission.

View Source

An Old-School Media Titan Pushes Aside an Upstart

Mr. Kilar, 50, fashioned himself as a disrupter inclined to break with the status quo in the pursuit of innovation. He became the chief executive of WarnerMedia in April 2020. He previously had started a video streaming company called Vessel and had managed Hulu, where he gained a reputation for thwarting the desires of the entrenched media executives overseeing the company.

HBO Max made a lackluster debut just two months after his arrival at WarnerMedia. By August, Mr. Kilar dismissed Bob Greenblatt and Kevin Reilly, two longtime television executives who were in charge of the streaming service’s programming. Mr. Kilar also laid off some 1,000 employees.

Those inside the company credit Mr. Kilar with two important decisions that have better positioned the company in the current media climate. He oriented all the divisions around HBO Max. He also hammered on the importance of making HBO Max a global streaming service, accelerating its rollout. HBO Max is set to expand into Latin America and the Caribbean next month. The European launch is scheduled for later this year.

But now the television veterans are in control.

Mr. Zaslav has run Discovery since 2007. He started his media career in 1989 at NBC, ultimately helping to create cable networks like CNBC and MSNBC and expanding USA and Bravo around the world. Known for celebrity-strewn parties at his East Hampton, N.Y., estate, Mr. Zaslav has long been one of the highest-paid chief executives in media. Last year, his compensation totaled $37.7 million. In 2018, when he signed a new contract, he received more than $100 million in Discovery stock.

Richard Gelfond, the chief executive of Imax, predicted in a CNBC interview that Mr. Zaslav would bring a “diplomatic soft touch” to WarnerMedia’s shifting movie releasing strategy. “He’s been an innovator, but he knows how to do it within the confines of the existing system,” Mr. Gelfond said.

Pulling strings in the background, per his style, will be Mr. Malone.

Nicknamed the “cable cowboy,” in part because his base of operation is in Colorado, Mr. Malone, 80, is the consummate deal maker. Mr. Zaslav in Monday’s call described him as “a teacher, and a best friend and really a father to me.” He has a reputation for putting together complex transactions that limit his tax exposure. He began amassing his fortune in 1973 when he took over Tele-Communications Inc., an almost-bankrupt cable company that he grew and then sold to AT&T in 1998 for $32 billion. A subsidiary, Liberty Media, was spun off into its own entity with Mr. Malone at the helm.

Liberty holds significant stakes in a variety of entertainment companies, including Discovery, the Atlanta Braves and SiriusXM. The company purchased Formula One racing in 2016 for $4.4 billion. And in 2017, Discovery purchased Scripps Network Interactive for $11.9 billion, which added HGTV, Travel Channel and Food Network to its media arsenal.

In 2019, after selling his shares of Lionsgate, Mr. Malone increased his ownership of Discovery, purchasing $75 million of additional shares for a total 23 percent stake.

View Source

Jason Kilar, the WarnerMedia Chief, Is Said to Be Negotiating His Exit

Jason Kilar has hired a legal team to negotiate his departure as chief executive of WarnerMedia, according to two people briefed on the matter. AT&T, which owns WarnerMedia, said on Monday that it had agreed to spin off the division and merge it with a rival media company, Discovery Inc.

Mr. Kilar was kept in the dark about the deal until recent days, the people said, speaking on the condition of anonymity to discuss private conversations.

A spokeswoman for WarnerMedia declined to comment.

The new company will be run by David Zaslav, 60, a media veteran and the longtime chief executive of Discovery. Mr. Zaslav and AT&T’s chief executive, John Stankey, had met over the last few months “secretly from my brownstone in Greenwich Village,” Mr. Zaslav said on a call with reporters on Monday.

Mr. Kilar, 50, was hired to run AT&T’s media group only last year. He formerly held senior jobs at Hulu and Amazon.

“Jason is a fantastic talent,” Mr. Zaslav said on the call with reporters following the announcement.

Mr. Stankey noted on the call that Mr. Kilar remained the chief executive of WarnerMedia, though he added, “David’s got a lot of decisions to make on personnel.”

Mr. Kilar on Monday morning sent a rallying-the-troops memo to WarnerMedia staff that called the merger “momentous news.” He did not get into his own future at the company.

“I recognize it will take all we’ve got to keep our collective focus on the mission,” the memo concluded. “We can do it.”

He added a smiley face emoticon.

John Koblin contributed reporting.

View Source

AT&T-Discovery Deal Would Create a Media Juggernaut

Less than three years after AT&T spent over $85 billion and millions more fending off a government challenge to buy Time Warner, one the biggest prizes in media, the phone company has decided on a completely different strategy.

AT&T is in advanced talks to merge its media business, including CNN, with Discovery Inc., two people briefed on the deal said on Sunday. The plan would incorporate all of AT&T’s Warner Media assets, which include HBO and Warner Bros., one of the people said. The parties could announce a deal as soon as Monday, this person said, saying that the talks were not yet complete and final details had not been worked out.

Should AT&T and Discovery agree on a deal, it would combine two of the largest media businesses in the country. AT&T’s WarnerMedia group also includes the sports-heavy cable networks TNT and TBS. Discovery has a strong lineup of reality-based cable channels, including Oprah Winfrey’s OWN, HGTV, the Food Network and Animal Planet.

WarnerMedia is run by Jason Kilar, 50, one of the early pioneers of streaming and the first chief executive of Hulu. David Zaslav, 60, has been the head of Discovery for 14 years and helped it grow into a reality behemoth. It’s unclear who would lead the new business.

reported on the possible deal.

The transaction would create a new company bigger than Netflix or NBCUniversal. WarnerMedia and Discovery together generated more than $41 billion in sales last year, with an operating profit of over $10 billion. That would have vaulted it ahead of Netflix and NBCUniversal and behind the Walt Disney Company.

In other words, to compete for audiences increasingly glued to Facebook, YouTube or TikTok, media companies need to get even bigger. It could set off another round of media deals.

Both AT&T and Discovery have invested heavily in streaming in an effort to compete with Netflix and Disney. AT&T has plowed billions into creating HBO Max, a streaming platform that now has about 20 million customers. Discovery has 15 million streaming subscribers around the world, most of them for its Discovery+ app.

The merger would also be a significant about-face for AT&T, a telecommunications giant better known for servicing fiber lines and cell towers than producing entertainment and courting Hollywood talent. Industry observers questioned AT&T’s daring purchase of Time Warner at a time when cord-cutting was only accelerating. The spinoff indicates a failed acquisition strategy.

“AT&T didn’t know what they were buying,” said Brian Wieser, a longtime Wall Street analyst. “The strategy underpinning” the acquisition “was probably flawed.”

Brooks Barnes, Lauren Hirsch and Andrew Ross Sorkin contributed reporting.

This is a developing story. Check back for updates.

View Source