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How To Set Up T Spin

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AT&T Announces Details for Completion of Spin-Off Ahead of Shut of WarnerMedia Transaction

AT&T expects to close the transaction in April,
 2d quarter dividend on common stock, payable in May,
 has been ready according to previously announced updated dividend policy

DALLAS, March 25, 2022--(BUSINESS WIRE)--Today AT&T Inc.* (NYSE:T) announced that it has declared a stock dividend to effect the spin-off of 100% of AT&T's involvement in WarnerMedia to AT&T's shareholders. The tape date for the stock dividend is the close of business organisation on April five, 2022. This stock dividend is in connectedness with the previously announced transaction to combine AT&T'due south WarnerMedia business with Discovery, Inc. (NASDAQ: DISCA, DISCB, DISCK). On the closing date of the transaction, anticipated to be in April, AT&T shareholders will receive, on a taxation-gratis basis, an estimated 0.24 shares of stock in Warner Bros. Discovery, Inc. (WBD) for each share of AT&T common stock.

AT&T shareholders as of the stock dividend record date will exist entitled to receive shares of WarnerMedia Spinco common stock, representing 100% of AT&T's interest in WarnerMedia. Immediately following this spin-off, the WarnerMedia Spinco shares will be exchanged for stock representing approximately 71% of the new WBD on a fully diluted basis. The exact number of shares of WBD common stock to be received by AT&T shareholders for each AT&T common share volition be determined immediately before the closing based on the number of shares of AT&T common stock outstanding and the number of shares of Discovery common stock outstanding on an as-converted and as-exercised basis.

AT&T shareholders do not demand to have any action. Their WarnerMedia Spinco shares will automatically exist exchanged for WBD mutual stock in the merger, which volition occur on the closing date of the transaction. Following close of the transaction, AT&T shareholders will proceed to hold, forth with their new shares of WBD common stock, the same number of shares of AT&T common stock they held immediately prior to close. Afterward close, investors should look that AT&T'south share price will adjust to reverberate the transfer of the WarnerMedia business to the newly formed Warner Bros. Discovery entity.

Factors that May Affect the Timing of the Spin-Off

The timing of the spin-off is subject area to the satisfaction or waiver of the closing weather condition for the transaction. If sure closing conditions are not satisfied or waived in accelerate of April 5, AT&T may elect to change the stock dividend record date to a later engagement.

AT&T Declares Dividends on Common and Preferred Stock

With the close of the awaiting WarnerMedia transaction expected in April, the AT&T lath of directors today also declared a 2nd quarter dividend of $0.2775 per share on the visitor's common stock. While futurity dividends remain subject to lath approval, this amount is consistent with AT&T's previous proclamation that the lath had canonical an expected mail-shut almanac common dividend of $1.eleven per share. At the updated charge per unit, AT&T'due south stock remains among the best dividend-yielding stocks in the U.s. and in the Fortune 500.

Additionally, the board of directors alleged quarterly dividends on the company's v.000% Perpetual Preferred Stock, Series A, and the visitor'due south 4.750% Perpetual Preferred Stock, Series C. The Series A dividend is $312.fifty per preferred share, or $0.3125 per depositary share. The Series C dividend is $296.875 per preferred share, or $0.296875 per depositary share.

Dividends on the common stock and Serial A and Serial C preferred stock are payable on May 2, 2022, to shareholders of record of the respective shares at the close of business organisation on April 14, 2022.

The lath of directors as well declared an annual dividend on the visitor's Fixed Rate Reset Perpetual Preferred Stock, Series B, of €ii,875.00 per preferred share. Dividends on the Serial B preferred stock are payable on May 3, 2022, to shareholders of tape every bit of the close of business on Apr 14, 2022.

Two-Style Trading for AT&T Stock Expected to Brainstorm on April 4

AT&T has been brash by the New York Stock Substitution (the NYSE) that beginning on the trading twenty-four hour period immediately prior to the April 5 record date for the spin-off distribution (currently April iv) and standing through the shut of trading on the business solar day earlier the closing engagement of the merger,ane there will be two markets in AT&T common stock on the NYSE: a "regular way" market and an "ex-distribution" marketplace. During this period of two-mode trading in AT&T common stock, there will as well exist a market place on the Nasdaq for WBD common stock on a "when issued" ("WI") footing.

The trading options that will be available during the ii-way trading menses are:

AT&T Regular Style Trading

If, during the period of two-way trading, an AT&T shareholder sells a share of AT&T common stock in the regular mode marketplace under AT&T'due south NYSE symbol, "T," the shareholder volition be selling both the share of AT&T common stock and the correct to receive shares of WBD common stock in the transaction.

AT&T Ex-distribution Trading

If, during the period of ii-fashion trading, an AT&T shareholder sells a share of AT&T mutual stock in the ex-distribution market under the temporary NYSE symbol "T WI," the AT&T shareholder will be selling only a share of AT&T mutual stock and will retain the right to receive shares of WBD mutual stock in the transaction.

WBDWV Trading

During the 2-style trading period, an AT&T shareholder also has the option of selling the right to receive shares of WBD common stock while retaining shares of AT&T common stock. This option volition exist available nether the temporary Nasdaq symbol "WBDWV".

Trades nether the symbols "T WI" and "WBDWV" will settle afterward the closing engagement of the WarnerMedia-Discovery transaction. If the transaction is not completed, all trades made under these temporary symbols volition be cancelled.

In all cases, investors should consult with their financial and tax advisors regarding the specific implications of selling shares of their AT&T common stock or the right to receive shares of WBD common stock on or before the closing engagement of the WarnerMedia-Discovery transaction.

Additional details nearly the WarnerMedia-Discovery transaction may exist found in the Form 10 registration statement, which includes an information statement, filed every bit Exhibit 99.1, by the WarnerMedia Spinco entity, Magallanes, Inc., which is available at http://www.sec.gov.

*About AT&T

AT&T Inc. (NYSE:T) is a diversified, global leader in telecommunications, media and entertainment, and technology. AT&T Communications provides more 100 1000000 U.S. consumers with communications and amusement experiences across mobile and broadband. WarnerMedia is a leading media and entertainment visitor that creates and distributes premium and pop content to global audiences through its consumer brands, including: HBO, HBO Max, Warner Bros., TNT, TBS, truTV, CNN, DC Amusement, New Line, Drawing Network, Developed Swim and Turner Archetype Movies. AT&T Latin America provides wireless services to consumers and businesses in Mexico.

AT&T products and services are provided or offered by subsidiaries and affiliates of AT&T Inc. nether the AT&T brand and non by AT&T Inc. Boosted information is bachelor at about.att.com. © 2022 AT&T Intellectual Property. All rights reserved. AT&T, the World logo and other marks are trademarks and service marks of AT&T Intellectual Property and/or AT&T affiliated companies. All other marks independent herein are the property of their respective owners.

Statement Apropos Forward-Looking Statements

Data set forth in this advice, including whatever financial estimates and statements every bit to the expected timing, completion and effects of the proposed transaction betwixt AT&T, Spinco, and Discovery found frontwards-looking statements inside the meaning of the safe harbor provisions of the Private Securities Litigation Reform Human action of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, simply 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 non historical facts. Such statements are based upon the electric current beliefs and expectations of the management of AT&T and Discovery and are subject to significant risks and uncertainties outside of our control. Amidst 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, alter or other circumstances that could give ascent to the termination of the proposed transaction; the risk that the necessary regulatory approvals may not exist obtained or may exist obtained subject to weather that are non predictable; risks that whatever of the other closing weather condition to the proposed transaction may not be satisfied in a timely manner; risks that the anticipated tax handling 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 beingness more hard, fourth dimension consuming or costly than expected; risks related to financial community and rating agency perceptions of each of AT&T and Discovery and its concern, 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 power of AT&T, Spinco or Discovery to retain customers and retain and rent central 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 furnishings 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 equally 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 connexion 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 whatever obligation, and each expressly disclaims any obligation, to update, modify, or otherwise revise any forrard-looking statements, whether written or oral, that may be made from time to time, whether equally a upshot of new information, futurity events, or otherwise. Persons reading this announcement are cautioned non to place undue reliance on these forrad-looking statements which speak simply as of the date hereof.

one Ii-way trading will continue through the closing appointment if the merger closes later on the close of trading in AT&T mutual stock on the NYSE and trading in Discovery common stock on the Nasdaq Global Select Market place on the closing date.

© 2022 AT&T Intellectual Property. All rights reserved. AT&T and the World logo are registered trademarks of AT&T Intellectual Property.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220325005425/en/

Contacts

Fletcher Cook
AT&T Inc.
Phone: (214) 912-8541
Email: fletcher.cook@att.com

McCall Butler
AT&T Inc.
Phone: (404) 626-5652
Email: butlerm@att.com

How To Set Up T Spin,

Source: https://finance.yahoo.com/news/t-announces-details-completion-spin-204200749.html

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