Under the all-stock, Reverse Morris Trust transaction, AT&T gets $40.4 billion in cash, debt securities and WarnerMedia’s retention of certain debt. Shareholders in the telecom giant now own 71% of the new company (about 1.7 billion shares), getting 0.241917 shares of WBD for each share of AT&T common stock they held at the time of the close. Discovery shareholders own 29% of the new company. In addition to their new shares of WBD stock, AT&T shareholders continue to hold the same number of shares of AT&T common stock they held just prior to the close.
Despite being the minority stakeholder, Discovery has operational control of WBD. The company’s longtime CEO, Zaslav, has assembled a management team mostly from the ranks of his alma mater, with many of them with roots back to Zaslav’s run at NBC in the 1990s and 2000s.