8-KLeadership ChangesAcquisitions & DispositionsFinancial Events+3

Warner Bros. Discovery, Inc. 8-K Report, Acquisition Completed (Sep 23, 2008)

Filed September 23, 2008For Securities:WBD

Summary

This 8-K filing from Warner Bros. Discovery, Inc. (WBD), filed on September 23, 2008, reports on significant corporate actions completed on September 17, 2008. The primary event detailed is the completion of a 'Transaction' involving Discovery Holding Company, Inc. (DHC) and Advance/Newhouse Programming Partnership, which effectively combined their interests in Discovery Communications Holding, LLC (DCH). This complex transaction involved a spin-off of Ascent Media Corporation (AMC) by DHC, followed by Advance/Newhouse contributing its interests in DCH and Animal Planet to a new holding company (New Discovery), and a merger of DHC with a subsidiary of New Discovery. As a result, Discovery Communications, Inc. (DCI) became the successor reporting entity to DHC. This filing also includes unaudited condensed pro forma combined financial statements as of June 30, 2008, and for the periods ending June 30, 2008, June 30, 2007, and the years ended December 31, 2007, 2006, and 2005. These statements reflect the financial impact of the completed transactions and a prior transaction with Cox Communications. Furthermore, the report announces a change in the company's independent registered public accounting firm from KPMG LLP to PricewaterhouseCoopers, LLP, and updates on executive officers, directors, board committees, and the adoption of a Code of Business Conduct and Ethics.

Key Highlights

  • 1Discovery Holding Company (DHC) completed a significant 'Transaction' on September 17, 2008, involving Advance/Newhouse Programming Partnership to combine interests in Discovery Communications Holding, LLC (DCH).
  • 2The transaction included a spin-off of Ascent Media Corporation (AMC) by DHC to its shareholders.
  • 3Discovery Communications, Inc. (DCI) is now the successor reporting entity to DHC.
  • 4The filing provides unaudited condensed pro forma combined financial statements reflecting the impact of these transactions on the company's financial position and results of operations.
  • 5KPMG LLP was dismissed as DHC's independent auditor, and PricewaterhouseCoopers, LLP (PwC) has been appointed as the new auditor for DCI.
  • 6New executive officers and directors were appointed, and committees of the Board of Directors were established following the transaction.
  • 7The company adopted a new Code of Business Conduct and Ethics.

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