--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-103051" form_type: "8-K" ticker: "WBD" cik: "0001437107" company_name: "Warner Bros. Discovery, Inc." filed_at: "2022-04-12T23:59:59+00:00" generated_at: "2026-06-26T07:54:14.431802+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Warner Bros. Discovery closes merger with AT&T's WarnerMedia; $28.9B special cash payment ## Summary - Each Spinco share converted into 0.241917 shares of WBD common stock at merger close. - Spinco made $28.9B Special Cash Payment to AT&T, subject to post-closing adjustments. - $30B in Spinco notes issued across 11 tranches; $10B term loan borrowed to help fund payment. - DCL revolving credit line increased by $3.5B to $6.0B; ~$1.6B of existing WarnerMedia debt assumed. - Company renamed to Warner Bros. Discovery, Inc.; shares reclassified and Charter amended. ## SEC filing metadata - accession: 0001193125-22-103051 - form_type: 8-K - ticker: WBD - cik: 0001437107 - company_name: Warner Bros. Discovery, Inc. - filed_at: 2022-04-12T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.03, 5.02, 5.07, 7.01, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-103051 - JSON: https://secwatch.observer/filing/0001193125-22-103051.json - Plain text: https://secwatch.observer/filing/0001193125-22-103051.txt ## Key facts - Executive change Lori Locke was elected as Executive Vice President, Chief Accounting Officer at Warner Bros. Discovery, Inc.. - Action: elected - Role: Executive Vice President, Chief Accounting Officer source text: Lori Locke Executive Vice President, Chief Accounting Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change David M. Zaslav was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Li Haslett Chen was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Bruce L. Campbell was elected as Chief Revenue and Strategy Officer at Warner Bros. Discovery, Inc.. - Action: elected - Role: Chief Revenue and Strategy Officer source text: Bruce L. Campbell Chief Revenue and Strategy Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Steven A. Miron was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Jean-Briac Perrette was elected as Chief Executive Officer and President, Warner Bros. Discovery Global Streaming and Interactive Entertainment at Warner Bros. Discovery, Inc.. - Action: elected - Role: Chief Executive Officer and President, Warner Bros. Discovery Global Streaming and Interactive Entertainment source text: Jean-Briac Perrette Chief Executive Officer and President, Warner Bros. Discovery Global Streaming and Interactive Entertainment evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Steven O. Newhouse was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Debra L. Lee was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change David Leavy was elected as Chief Corporate Affairs Officer at Warner Bros. Discovery, Inc.. - Action: elected - Role: Chief Corporate Affairs Officer source text: David Leavy Chief Corporate Affairs Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Paula A. Price was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Fazal Merchant was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change John C. Malone was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Robert R. Bennett was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Geoffrey Y. Yang was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Gunnar Wiedenfels was elected as Chief Financial Officer at Warner Bros. Discovery, Inc.. - Action: elected - Role: Chief Financial Officer source text: Gunnar Wiedenfels Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Gerhard Zeiler was elected as President, International at Warner Bros. Discovery, Inc.. - Action: elected - Role: President, International source text: Gerhard Zeiler President, International evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Paul A. Gould was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Savalle Sims was elected as Executive Vice President, General Counsel at Warner Bros. Discovery, Inc.. - Action: elected - Role: Executive Vice President, General Counsel source text: Savalle Sims Executive Vice President, General Counsel evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Richard W. Fisher was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Samuel A. Di Piazza, Jr. was elected as Director at Warner Bros. Discovery, Inc.. - Action: elected - Role: Director source text: David M. Zaslav, Robert R. Bennett, John C. Malone, Paul A. Gould, Steven A. Miron and Steven O. Newhouse, Discovery’s designees pursuant to its rights under the Merger Agreement, and Samuel A. Di Piazza, Jr., Li Haslett Chen, Paula A. Price, Richard W. Fisher, Fazal Merchant, Debra L. Lee and Geoffrey Y. Yang, AT&T’s designees pursuant to its rights under the Merger Agreement, were elected to the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm - Executive change Adria Alpert Romm was elected as Chief People and Culture Officer at Warner Bros. Discovery, Inc.. - Action: elected - Role: Chief People and Culture Officer source text: Adria Alpert Romm Chief People and Culture Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/0001193125-22-103051-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.