Who made this projection, and where was it communicated?

The projection was communicated by David Zaslav, President and CEO of Discovery, Inc., during an appearance on CNBC's Squawk Box.

What are the key risks associated with this projection?

The filing includes a cautionary statement detailing numerous risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. These include risks related to the termination of the proposed transaction, stockholder approvals, regulatory approvals, closing conditions, tax treatment, litigation, integration challenges, financial community perceptions, management disruption, and general economic/market factors. The COVID-19 pandemic may also amplify these risks.

Is this 8-K the definitive source for information on the merger?

No, this 8-K is primarily for a specific financial projection and a regulatory disclosure. The filing advises investors to read all relevant documents filed with the SEC, including registration statements and proxy statements/prospectuses, as they contain important information about the proposed transaction.

WBD 8-K: Regulation FD

Q: What is the main financial projection disclosed in this 8-K?

The main financial projection disclosed is that the combined Warner Bros. Discovery entity is expected to achieve approximately $14 billion in Adjusted EBITDA for the fiscal year 2023, assuming the pending merger with WarnerMedia successfully closes.

Summary

Warner Bros. Discovery, Inc. (WBD) filed an 8-K on February 4, 2022, primarily to disclose a forward-looking financial projection. During an appearance on CNBC's Squawk Box, Discovery, Inc. CEO David Zaslav indicated that the combined company, post-merger with WarnerMedia, is projected to achieve approximately $14 billion in Adjusted EBITDA for the fiscal year 2023. This projection is contingent on the successful closure of the pending merger. The filing also includes a standard cautionary statement regarding forward-looking statements, highlighting the inherent risks and uncertainties associated with such projections and the pending transaction. Investors are advised to consult further SEC filings for a comprehensive understanding of these risks and the transaction details.

Key Highlights

1Projected 2023 Adjusted EBITDA of approximately $14 billion for the combined Warner Bros. Discovery entity.
2Projection made by Discovery CEO David Zaslav during a CNBC appearance.
3The projection is conditional upon the successful closing of the pending merger between Discovery and WarnerMedia.
4The filing serves as a Regulation FD disclosure.
5Includes a comprehensive cautionary statement about forward-looking statements and associated risks.

Warner Bros. Discovery, Inc. 8-K Report, Regulation FD Disclosure (Feb 4, 2022)

Summary

Key Highlights

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