AT&T Opts For Spin-Off Method In WarnerMedia Discovery Transaction; Shares Fall
01.02.2022 - 16:13
/ deadline.com
AT&T shares are down in pre-market trading after the telecom giant said it will spin off WarnerMedia as part of the entertainment unit’s pending $43 billion merger with Discovery.
The company has faced the choice of whether to execute a spinoff or a split — while the financial maneuvers are technical, each has implications for shareholders. AT&T has an unusually large number of individual, rather than institutional, investors. Shares in AT&T fell more than 4% before the start of the official trading day. They have slumped ever since the Discovery deal was announced last May, as have Discovery’s.
When the transaction closes, possibly as soon as next month, AT&T shareholders will own 71% of the Warner Bros. Discovery, as the new entity will be called. They will get 0.24 shares of Warner Bros. Discovery for each AT&T share they own. There will be 7.2 billion shares outstanding of AT&T at that point.
Shares in the new Warner Bros. Discovery, which will trade under the ticker symbol “WBD,” will be distributed via a dividend of $1.11 per share, down from $2.08 per share. That’s is at the lower end of a $8 billion to $9 billion range projected by AT&T. Shareholders in AT&T have come to expect a robust dividend over the decades, but that feature has limited the company’s manuverability, especially in a cash-intensive business like streaming.
As WarnerMedia has sought to compete with Disney, Netflix and other entertainment rivals, it has been constrained by AT&T’s dividend obligations.
“In evaluating the form of distribution, we were guided by one objective — executing the transaction in the most seamless manner possible to support long-term value generation,” AT&T CEO John Stankey said in a press release. “We are confident the
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