8-KRegulation FDOther EventsExhibits & Filings

AT&T INC. 8-K Report, Regulation FD Disclosure (Feb 1, 2022)

Filed February 1, 2022For Securities:TT-PCTBBT-PA

Summary

This AT&T 8-K filing from February 1, 2022, provides crucial updates regarding the separation of its WarnerMedia business and its subsequent merger with Discovery, Inc. AT&T has decided to structure the distribution of WarnerMedia shares to its stockholders as a spin-off, rather than an exchange offer. This means AT&T shareholders will receive a pro-rata dividend of Spinco (the entity holding WarnerMedia assets) shares. Following the merger, AT&T shareholders will own approximately 71% of the combined Discovery entity on a fully diluted basis. A significant consequence for AT&T shareholders is the planned reduction of the annual dividend per share from $2.08 to $1.11, effective after the transaction closes. This adjustment reflects the distribution of the WarnerMedia business and aims to support AT&T's strategic focus and investment in growth areas like 5G and fiber. The company targets a dividend payout ratio of 40% in the first full year post-transaction, utilizing free cash flow as the basis for this ratio.

Key Highlights

  • 1AT&T will distribute WarnerMedia assets to shareholders via a spin-off, not an exchange offer.
  • 2AT&T shareholders will receive shares of Spinco, which will merge with Discovery, Inc.
  • 3Post-merger, AT&T shareholders will collectively own approximately 71% of the new Discovery entity (fully diluted basis).
  • 4AT&T's annual dividend per share will be reduced from $2.08 to $1.11 after the transaction.
  • 5The reduced dividend reflects the divestiture of WarnerMedia and supports increased investment in 5G and fiber.
  • 6The company aims for a 40% dividend payout ratio based on free cash flow in the first full year post-transaction.
  • 7The transaction remains subject to customary closing conditions, including regulatory approvals.

Frequently Asked Questions

AT&T shareholders will receive their stake through a spin-off. This means AT&T will distribute all shares of its subsidiary, Spinco (which holds the WarnerMedia business), to AT&T shareholders as a pro-rata dividend.

AT&T announced that its annual dividend per share is expected to be reduced from $2.08 to $1.11 after the transaction closes. This adjustment is to account for the separation of the WarnerMedia business and to support AT&T's investment plans in its core growth areas.

Following the merger between Spinco (WarnerMedia) and Discovery, AT&T shareholders, as holders of Spinco shares, are expected to own approximately 71% of the outstanding capital stock of the combined Discovery entity on a fully diluted basis.

The dividend reduction is intended to align the dividend with AT&T's new capital structure and strategic priorities following the separation of WarnerMedia. It aims to support increased investments in its high-growth areas, specifically 5G and fiber networks, and reflects the value distributed to shareholders in the form of Spinco shares.