Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with being designated by AT&T to serve on the WBD Board as of the
Effective Time, Samuel A. Di Piazza, Jr., Debra L. Lee and Geoffrey Y. Yang will
resign from their respective positions as directors of AT&T effective as of
immediately following the Effective Time, subject to and conditioned upon the
occurrence of the consummation of the Transactions and being appointed to the
WBD Board.
The information set forth under the Introductory Note of this Current Report on
Form 8-K is incorporated into this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On March 15, 2022, AT&T issued a press release announcing the individuals
designated by AT&T to serve on the WBD Board effective as of the Effective Time.
A copy of the press release is furnished as Exhibit 99.1 hereto and, along with
the information set forth under the Introductory Note, is incorporated herein by
reference.
The information in this Item 7.01, including the exhibit attached hereto, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing by AT&T
under the Securities Act of 1933 or the Securities Exchange Act of 1934, except
as shall be expressly set forth by specific reference in such filing.
Statement Concerning Forward-Looking Statements
Information set forth in this communication, including any financial estimates
and statements as to the expected timing, completion and effects of the proposed
transaction between AT&T, Spinco, and Discovery constitute forward-looking
statements within the meaning of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These estimates and statements are
subject to risks and uncertainties, and actual results might differ materially.
Such estimates and statements include, but are not limited to, statements about
the benefits of the transaction, including future financial and operating
results, the combined Spinco and Discovery company's plans, objectives,
expectations and intentions, and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations of the
management of AT&T and Discovery and are subject to significant risks and
uncertainties outside of our control.
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Among the risks and uncertainties that could cause actual results to differ from
those described in the forward-looking statements are the following: the
occurrence of any event, change or other circumstances that could give rise to
the termination of the proposed transaction; the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject to
conditions that are not anticipated; risks that any of the other closing
conditions to the proposed transaction may not be satisfied in a timely manner;
risks that the anticipated tax treatment of the proposed transaction is not
obtained; risks related to litigation brought in connection with the proposed
transaction; uncertainties as to the timing of the consummation of the proposed
transaction; risks and costs related to the implementation of the separation of
Spinco, including timing anticipated to complete the separation, any changes to
the configuration of the businesses included in the separation if implemented;
the risk that the integration of Discovery and Spinco being more difficult, time
consuming or costly than expected; risks related to financial community and
rating agency perceptions of each of AT&T and Discovery and its business,
operations, financial condition and the industry in which it operates; risks
related to disruption of management time from ongoing business operations due to
the proposed merger; failure to realize the benefits expected from the proposed
merger; effects of the announcement, pendency or completion of the proposed
merger on the ability of AT&T, Spinco or Discovery to retain customers and
retain and hire key personnel and maintain relationships with their suppliers,
and on their operating results and businesses generally; and risks related to
the potential impact of general economic, political and market factors on the
companies or the proposed transaction. The effects of the COVID-19 pandemic may
give rise to risks that are currently unknown or amplify the risks associated
with the foregoing factors.
These risks, as well as other risks associated with the proposed transaction,
are more fully discussed in the proxy statement/prospectus and information
statement included in the registration statements filed with the SEC in
connection with the proposed transaction. Discussions of additional risks and
uncertainties are contained in AT&T's and Discovery's filings with the
Securities and Exchange Commission. Neither AT&T nor Discovery is under any
obligation, and each expressly disclaims any obligation, to update, alter, or
otherwise revise any forward-looking statements, whether written or oral, that
may be made from time to time, whether as a result of new information, future
events, or otherwise. Persons reading this announcement are cautioned not to
place undue reliance on these forward-looking statements which speak only as of
the date hereof.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are furnished as part of this report:
(d) Exhibits
99.1 Press Release of AT&T, Inc., dated March 15, 2022.
104 The cover page from AT&T Inc.'s Current Report on Form 8-K, formatted in
Inline XBRL
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