S-4

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-4 1 d235639ds4.htm S-4 S-4

As filed with the Securities and Exchange Commission on November 18, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(with respect to common stock that may be offered in the exchange offer)

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(with respect to common stock that may be distributed as a pro rata distribution)

Magallanes, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State of Incorporation)

4841

(Primary Standard Industrial
Classification Code Number)

87-0943087

(I.R.S. Employer
Identification No.)

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

Telephone: (210) 821-4105

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Stacey S. Maris

Senior Vice President, Deputy General Counsel and Secretary

AT&T Inc.

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

(210) 821-4105

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Eric M. Krautheimer, Esq.

Patrick S. Brown, Esq.

Melissa Sawyer, Esq.

Sullivan & Cromwell LLP

125 Broad St.

New York, New York 10004

(212) 558-4000

Savalle Sims, Esq.

Executive Vice President and General Counsel

Discovery, Inc.

230 Park Avenue South

New York, New York 10003

(212) 548-5555

Matthew E. Kaplan, Esq.
Jonathan E. Levitsky, Esq.
Sue Meng, Esq.
Jeffrey J. Rosen, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the transactions contemplated by the Exchange Offer and Agreement and Plan of Merger, dated as of May 17, 2021, described in the enclosed registration statement have been satisfied or waived.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: ☒

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

CALCULATION OF REGISTRATION FEE



Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per unit(2)	Proposed maximum aggregate offering price(2)	Amount of registration fee(2)
Common stock, par value $0.01 per share	1,702,536,808	$27.76	$47,262,421,770.91	$4,381,226.50

(1)

Represents an estimate of the maximum number of shares of Magallanes, Inc. common stock, par value $0.01 per share, to be issuable upon completion of the transactions contemplated by the Separation and Distribution Agreement, dated as of May 17, 2021, described in the enclosed registration statement. The shares of Magallanes, Inc. common stock will be converted into shares of Series A common stock of Warner Bros. Discovery, Inc. (the combined company, “WBD”) upon completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021 (the “Merger Agreement”), described in the enclosed registration statement. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares of common stock of Magallanes, Inc. as may be issuable as a result of stock splits, stock dividends or the like.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c) and Rule 457(f) under the Securities Act based on $27.76, the average of the high and low prices of shares of Series A common stock of Discovery, Inc., as reported on the Nasdaq Global Select Market on November 16, 2021, which amount represents the aggregate value of the shares of common stock of AT&T Inc. to be acquired in the Exchange Offer described in this registration statement, assuming AT&T Inc. elects to offer all of the shares of Magallanes, Inc. in the Exchange Offer, the Exchange Offer is fully subscribed and there is no discount to the per-share value of Series A common stock of Discovery, Inc. The entire filing fee applicable to the issuance of shares of Series A common stock of WBD in the transactions contemplated by the Merger Agreement was paid in connection with Discovery, Inc.’s Registration Statement on Form S-4 (Registration No. 333-261188), which was filed on November 18, 2021. Because the shares of common stock of Magallanes, Inc. that will be exchanged for shares of common stock of AT&T Inc. (or distributed to eligible stockholders of AT&T Inc. in a pro rata distribution, if any) will immediately be converted into shares of Series A common stock of WBD pursuant to the Merger Agreement, Magallanes, Inc. has not remitted a separate filing fee.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Magallanes, Inc., a Delaware corporation (“Spinco”), which is a wholly owned subsidiary of AT&T Inc., a Delaware corporation (“AT&T”), is filing this registration statement on Form S-4 and Form S-1 (Reg. No. 333- ) to register the offer of shares of common stock, par value $0.01 per share, of Spinco (“Spinco common stock”), which shares will be distributed to AT&T stockholders in connection with a transaction whereby Drake Subsidiary, Inc., a Delaware corporation (“Merger Sub”), which is a direct, wholly owned subsidiary of Discovery, Inc., a Delaware corporation (“Discovery”), to be renamed Warner Bros. Discovery, Inc. (“WBD”) in connection with the completion of the transactions described herein, will merge with and into Spinco, and the separate corporate existence of Merger Sub will cease and Spinco will continue as the surviving company and a wholly owned subsidiary of WBD (the “Merger”).

Prior to the Merger, subject to the terms of the Separation Agreement (as defined herein), AT&T will transfer certain assets, liabilities and entities composing the WarnerMedia business of AT&T (such business to be transferred, the “WarnerMedia Business”) to Spinco or its subsidiaries. In exchange therefor, AT&T will receive shares of Spinco common stock, as well as the Special Cash Payment (as defined herein) and, in addition, the Additional Amount (as defined herein), which is expected to include Spinco Debt Securities (as defined herein), and the shares of Spinco common stock will be distributed to AT&T stockholders as provided below. As a result of the Merger, the existing shares of Spinco common stock will automatically convert into the right to receive shares of WBD common stock (as defined herein).

Spinco is a newly formed, wholly owned subsidiary of AT&T that was organized specifically for the purpose of effecting the Separation (as defined herein). Spinco has engaged in no business activities to date and it has no material assets or liabilities of any kind, other than those incident to its formation and those incurred in connection with the Transactions (as defined herein). The shares of Spinco common stock will be immediately converted into shares of WBD common stock upon completion of the Merger. Spinco is filing the enclosed registration statement on Form S-4 and Form S-1 (Reg. No. 333- ) to register the issuance of shares of Spinco common stock to be distributed to AT&T stockholders. In addition, Discovery is filing a proxy statement/prospectus on Form S-4 (Registration No. 333- ) that relates to the special meeting of Discovery stockholders to approve the reclassification and issuance of WBD common stock pursuant to the Merger Agreement.

AT&T announced on May 17, 2021 that its board of directors (“AT&T Board”) had approved the separation of Spinco. Based on market conditions prior to the closing of the Merger, AT&T will determine whether the shares of Spinco common stock will be distributed to AT&T stockholders in a pro rata distribution or an exchange offer and if conducted as an exchange offer, the terms thereof (including whether to offer any discount for shares of Spinco common stock). Spinco and Discovery are filing their registration statements (including this registration statement) under the assumption that the distribution of Spinco common stock will occur through an exchange offer where AT&T will offer to its stockholders the option to exchange all or a portion of their shares of AT&T common shares, par value $1.00 per share (“AT&T common stock”), for shares of Spinco common stock, which would automatically convert into shares of WBD common stock in the Merger (the “Exchange Offer”). As a result, there would be a reduction in the issued and outstanding shares of AT&T common stock. If the Exchange Offer is not fully subscribed because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged, then AT&T would distribute the remaining shares of Spinco common stock owned by AT&T on a pro rata basis to AT&T stockholders as of the Distribution record date (as defined herein), subject to the fact that such stockholders will have waived their rights to receive shares in such distribution with respect to any shares of AT&T common stock tendered and accepted in the Exchange Offer (a “Clean-Up Spin-Off”). AT&T stockholders whose shares are accepted in the Exchange Offer will waive their rights to receive shares of Spinco common stock in a Clean-Up Spin-Off with respect to those shares tendered in the Exchange Offer. However, AT&T may elect to effect the distribution of Spinco common stock by way of a pro rata distribution instead of the Exchange Offer if it determines that doing so would be in the best interests of AT&T and its stockholders based on market conditions prior to the closing of the Merger. In a pro rata distribution, all AT&T stockholders would receive a pro rata number of shares of Spinco common stock. No final decision has been made about the form of distribution or the final terms of any exchange offer (including whether to offer any discount for shares of Spinco common stock). Once a final decision is made regarding the manner of distribution of the shares of Spinco common stock, this registration statement on Form S-4 and Form S-1 and Discovery’s registration statement on Form S-4 will be amended to reflect that decision, if necessary. It is not expected that AT&T’s decision to effect the distribution of the shares of Spinco common stock solely through a pro rata distribution instead of through the Exchange Offer and a potential Clean-Up Spin-Off would have a material impact on WBD or on Discovery stockholders.

The information in this prospectus is not complete and may change. The Exchange Offer and issuance of securities being registered pursuant to the registration statement of which this prospectus forms a part may not be completed until the registration statement is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 18, 2021

PRELIMINARY PROSPECTUS—OFFER TO EXCHANGE

AT&T Inc.

Offer to Exchange all Shares of Common Stock of

MAGALLANES, INC.

which are owned by AT&T Inc.

and will be converted into Shares of Series A Common Stock of

WARNER BROS. DISCOVERY, INC.

for

Common Shares of AT&T Inc.

AT&T Inc. (“AT&T”) is offering to exchange all shares of common stock (“Spinco common stock”) of Magallanes, Inc. (“Spinco”) owned by AT&T for common shares of AT&T, par value $1.00 per share (“AT&T common stock”), that are validly tendered and not properly withdrawn. The number of shares of AT&T common stock that will be accepted if the Exchange Offer (as defined below) is completed will depend on the final exchange ratio and the number of shares of AT&T common stock tendered. The terms and conditions of the Exchange Offer are described in this prospectus, which you should read carefully. None of AT&T, Spinco, Discovery, Inc., any of their respective directors or officers or any of their respective representatives makes any recommendation as to whether you should participate in the Exchange Offer. You must make your own decision after reading this prospectus and consulting with your advisors. The Exchange Offer is voluntary. If you would like to keep all of your shares of AT&T common stock, you do not need to take any action.

AT&T’s obligation to exchange shares of Spinco common stock for shares of AT&T common stock is subject to the satisfaction of certain conditions, including conditions to the completion of the Transactions (as defined below). Such conditions include approval by the stockholders of Discovery, Inc. (“Discovery”), to be renamed Warner Bros. Discovery, Inc. (“WBD”) in connection with the completion of the Transactions, of the Reclassification (as defined below) and of the issuance of shares of Series A common stock of Warner Bros. Discovery, Inc. (“WBD common stock”) in the Merger (as defined below).

The Transactions are being undertaken to transfer the WarnerMedia Business (as defined below) from AT&T to Discovery. The aggregate value of the consideration to be paid to AT&T stockholders with respect to the WarnerMedia Business in the Transactions is estimated to be approximately $ billion in value of WBD common stock (calculated based on the closing price on the Nasdaq Global Select Market (“Nasdaq”) of Discovery Series A common stock as of and assuming a Share Issuance (as defined below) of ) issuable to AT&T stockholders that participate in the Exchange Offer or receive shares in a potential Clean-Up Spin-Off (as defined below) if the Exchange Offer is not fully subscribed because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged. Assuming no adjustment to the Special Cash Payment (as defined below) or to the Additional Amount (as defined below) including, if applicable, any Spinco Debt Securities (as defined below), this stock consideration combined with Spinco’s assumption of liabilities associated with the WarnerMedia Business, the Special Cash Payment, and the Additional Amount including, if applicable, any Spinco Debt Securities would result in an overall value of approximately $ billion received by AT&T and AT&T stockholders in connection with the Transactions.

Immediately following the distribution of shares of Spinco common stock to AT&T stockholders (the “Distribution”), a wholly owned subsidiary of Discovery, Drake Subsidiary, Inc., a Delaware corporation (“Merger Sub”), will be merged with and into Spinco, whereby the separate corporate existence of Merger Sub will cease and Spinco will continue as the surviving company and a wholly owned subsidiary of WBD (the “Merger”). In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group (as defined below), which will be canceled and cease to exist and no consideration will be delivered in exchange therefor)

will automatically convert into the right to receive a number of shares of WBD common stock equal to the exchange ratio set forth in the Merger Agreement (the “Merger exchange ratio”). The aggregate number of shares of WBD common stock to be issued in the Merger by Discovery is expected to result in Spinco stockholders as of immediately prior to the Merger collectively holding approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately

prior to the Reclassification (as defined below) and the Merger collectively holding approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases. Spinco common stock will not be credited to the accounts of participants in the Exchange Offer; such participants will instead receive shares of WBD common stock in the Merger. No trading market currently exists for Spinco common stock. You will not be able to trade shares of Spinco common stock before they are converted into shares of WBD common stock in the Merger. In addition, there can be no assurance that shares of WBD common stock, when issued in the Merger, will trade at the same prices that shares of Discovery Series A common stock are traded prior to the Merger.

The value of AT&T common stock and Spinco common stock will be determined by AT&T by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAP”) on each of the Valuation Dates (as defined below) of AT&T common stock on the New York Stock Exchange (“NYSE”) and Discovery Series A common stock on the Nasdaq on each of the last three full trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer period (“Valuation Dates”), as it may be voluntarily extended. Based on an expiration date of , the Valuation Dates are expected to be , and . See “The Exchange Offer—Terms of the Exchange Offer.”

The Exchange Offer is designed to permit you to exchange your shares of AT&T common stock for shares of Spinco common stock at a % discount to the per-share value of Discovery Series A common stock, calculated as set forth in this prospectus, subject to the upper limit described below. For each $100 of AT&T common stock accepted in the Exchange Offer, you will receive approximately $ of Spinco common stock, subject to an upper limit of shares of Spinco common stock per share of AT&T common stock. The Exchange Offer does not provide for a minimum exchange ratio. See “The Exchange Offer—Terms of the Exchange Offer.” If the upper limit is in effect, then the exchange ratio will be fixed at that limit. IF THE UPPER LIMIT IS IN EFFECT, AND UNLESS YOU PROPERLY WITHDRAW YOUR SHARES, YOU WILL RECEIVE LESS THAN $ OF SPINCO COMMON STOCK FOR EACH $100 OF AT&T COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.

The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on , based on the daily VWAPs of AT&T common stock and Discovery Series A common stock on , and would have provided for shares of Spinco common stock to be exchanged for every share of AT&T common stock accepted. The value of Spinco common stock received and, following the Merger, the value of WBD common stock received may not remain above the value of AT&T common stock tendered following the expiration of the Exchange Offer.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON UNLESS THE OFFER IS EXTENDED OR TERMINATED. SHARES OF AT&T COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.

In reviewing this prospectus, you should carefully consider the “Risk Factors” beginning on page 65 of this prospectus.

We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is .

The final exchange ratio used to determine the number of shares of Spinco common stock that you will receive for each share of AT&T common stock accepted in the Exchange Offer will be announced by press release no later than 11:59 p.m., New York City time, at the end of the second trading day immediately preceding the expiration date. At such time, the final exchange ratio will be available at and from the information agent at the toll-free number provided on the back cover of this prospectus. AT&T will announce whether the upper limit on the number of shares that can be received for each share of AT&T common stock tendered will be in effect, through and by press release, no later than 11:59 p.m., New York City time, at the end of the second trading day immediately preceding the expiration date. Starting at the end of the third trading day of the Exchange Offer, indicative exchange ratios (calculated in the manner described in this prospectus) will also be available on that website and from the information agent at the toll-free number provided on the back cover of this prospectus.

This prospectus provides information regarding AT&T, Spinco, Discovery, the Exchange Offer, a potential Clean-Up Spin-Off and the Transactions, including the Merger. AT&T common stock is listed on the NYSE under the symbol “T.” Discovery Series A common stock is listed on Nasdaq under the symbol “DISCA.” On , the last reported sale price of AT&T common stock on the NYSE was $ per share, and the last reported sale price of Discovery Series A common stock on Nasdaq was $ per share. The market prices of AT&T common stock and of Discovery Series A common stock will fluctuate prior to the completion of the Exchange Offer and thereafter and may be higher or lower at the expiration date than the prices set forth above. No trading market currently exists for Spinco common stock. Spinco has not applied for listing of Spinco common stock on any exchange.

Immediately following the Exchange Offer, the remaining shares of Spinco common stock held by AT&T (if the Exchange Offer is not fully subscribed because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged) will be distributed in a Clean-Up Spin-Off on a pro rata basis to AT&T stockholders as of the Distribution record date, other than in respect of any shares tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. This prospectus covers all shares of Spinco common stock offered by AT&T in the Exchange Offer and all shares of Spinco common stock that may be distributed by AT&T in a potential Clean-Up Spin-Off (or, if the Exchange Offer is terminated by AT&T, in a pro rata distribution) to holders of AT&T common stock. If the Exchange Offer is terminated by AT&T without the exchange of shares (but the conditions to completion of the Transactions have otherwise been satisfied), then all shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis to holders of AT&T common stock, with a Distribution record date to be announced by AT&T. See “The Exchange Offer—Distribution of Spinco Common Stock Remaining After the Exchange Offer.”

Following the completion of the Distribution, in the Merger, Merger Sub will be merged with and into Spinco, whereby the separate corporate existence of Merger Sub will cease and Spinco will continue as the surviving company and a wholly owned subsidiary of WBD. In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock equal to the Merger exchange ratio. The aggregate number of shares of WBD common stock to be issued in the Merger by Discovery is expected to result in Spinco stockholders as of immediately prior to the Merger collectively holding approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger collectively holding approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases.

AT&T’s obligation to exchange shares of Spinco common stock for WBD common stock is subject to the conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer,” including the satisfaction of conditions to the Merger.

TABLE OF CONTENTS


HELPFUL INFORMATION			1
QUESTIONS AND ANSWERS			5
Questions and Answers about the Transactions			5
Questions and Answers about the Exchange Offer			19
SUMMARY			35
Parties to the Transactions			35
The Transactions			37
Key Terms of the Merger Agreement			40
Debt Financing			41
Other Agreements Related to the Transactions			42
Discovery’s Reasons for the Transactions			44
Opinions of Discovery’s Financial Advisors			45
AT&T’s Reasons for the Transactions			46
Regulatory Approvals			46
Material U.S. Federal Income Tax Consequences			47
Terms of the Exchange Offer			47
Board of Directors and Management of WBD Following the Transactions			53
Interests of Discovery’s Directors and Executive Officers in the Transactions			53
Effects of the Reclassification on Outstanding Discovery Equity-Based Awards			54
Interests of AT&T’s Directors and Executive Officers in the Transactions			55
Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards			55
Dissenters’ Rights/Rights of Appraisal			55
Summary Risk Factors			56
Accounting Treatment			58
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION			59
Summary Historical Consolidated Financial Information of Discovery			59
Summary Historical Consolidated Financial Information of AT&T			61
Summary Historical Combined Financial Information of the WarnerMedia Business			62
Summary Unaudited Pro Forma Condensed Combined Financial Information of Discovery and the WarnerMedia Business			62
Summary Historical Market Price			64
RISK FACTORS			65
Risk Factors Relating to the Transactions			65
Risk Factors Relating to the Exchange Offer			72
Risk Factors Relating to the Combined Company Following the Transactions			76
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			97
THE EXCHANGE OFFER			101
Terms of the Exchange Offer			101
Conditions to Completion of the Exchange Offer			116
Fees and Expenses			118
Legal Limitations			118
Certain Matters Relating to Non-U.S. Jurisdictions			118
Distribution of Spinco Common Stock Remaining After the Exchange Offer			119
PARTIES TO THE TRANSACTIONS			121
Information about Discovery			121
Information about AT&T			125
Information about the WarnerMedia Business			127
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF DISCOVERY AND THE WARNERMEDIA BUSINESS			133
NON-GAAP FINANCIAL MEASURE			160


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE WARNERMEDIA BUSINESS			163
AT&T Acquisition of Time Warner in June 2018			163
Reverse Morris Trust-Type Transaction Anticipated by Mid-2022			163
Overview			164
Principal Product Offerings			165
Key Developments			166
Revenue Sources			166
Comparison of the year ended December 31, 2020 to December 31, 2019			168
Factors Affecting Results from Operations			168
Operating Expenses			169
Comparison of the Nine Months Ended September 30, 2021 to September 30, 2020			170
Results of Operations			170
Other Matters			176
Quantitative and Qualitative Disclosures about Market Risk			179
THE TRANSACTIONS			180
Overview			180
Transaction Steps			182
The Separation and the Distribution			186
The Merger			187
Calculation of the Merger Consideration			187
The Reclassification			188
Trading Markets			188
Background of the Transactions			189
Recommendation of the Discovery Board; Discovery’s Reasons for the Transactions			206
Opinions of Discovery’s Financial Advisors			210
Discovery Forecasts			223
AT&T’s Reasons for the Transactions			226
WarnerMedia Projections			229
Ownership of WBD Following the Transactions			231
Board of Directors and Management of WBD Following the Transactions			231
Interests of Discovery’s Directors and Executive Officers in the Transactions			233
Interests of AT&T’s Directors and Executive Officers in the Transactions			242
Liquidity and Capital Resources Following the Transactions			243
Effects of the Reclassification on Outstanding Discovery Equity-Based Awards			244
Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards			245
Regulatory Approvals			247
Accounting Treatment			248
Stock Market Listing			249
Dissenters’ Rights/Rights of Appraisal			250
THE MERGER AGREEMENT			251
The Merger			251
Closing and Effective Time			251
Merger Consideration			251
Distribution of Per Share Merger Consideration			252
Distributions with Respect to Shares of WBD Common Stock after the Effective Time of the Merger			253
Transfers of Spinco Common Stock and Appraisal Rights			253
Termination of the Exchange Fund			253
Post-Closing Board of Directors and Officers			253
Discovery Special Meeting			254
Representations and Warranties			254


Conduct of Business Pending the Merger			258
Tax Matters			264
SEC Filings			265
Regulatory Matters			265
No Solicitation			267
Board Recommendation and Alternative Acquisition Agreements			271
Financing			273
Certain Other Covenants and Agreements			276
Conditions to the Merger			277
Termination			279
Termination Fees and Expenses Payable in Certain Circumstances			280
Specific Performance			282
Governing Law; Jurisdiction			282
Modification or Amendment; Waiver			282
THE SEPARATION AGREEMENT			283
The Separation			283
Conditions to the Separation			290
The Distribution			290
Conditions to the Distribution			290
Mutual Releases; Indemnification			291
General Indemnification			292
Termination			292
Dispute Resolution			293
Other Matters			293
DEBT FINANCING			294
Overview			294
Spinco Notes			294
Bridge Loans			295
Spinco Term Loan Credit Agreement			295
Revolving Credit Agreement			297
OTHER AGREEMENTS RELATED TO THE TRANSACTIONS			299
Malone Voting Agreement			299
A/N Voting Agreement			299
Consent Agreement			299
Employee Matters Agreement			299
Tax Matters Agreement			302
Transition Services Agreement			304
Intellectual Property Matters Agreement			304
Data Rights Agreement			305
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			306
Tax Opinions			306
The Distribution			307
The Merger			309
Information Reporting and Backup Withholding			309
DESCRIPTION OF CAPITAL STOCK OF DISCOVERY AND WBD			311
General			311
Common Stock			312
Preferred Stock			315
Discovery Series A-1 Preferred Stock and Discovery Series C-1 Preferred Stock			315
New Preferred Stock			318
Certain Anti-Takeover Effects of the WBD Charter, the Discovery Bylaws and Delaware Law			318
Choice of Forum			321
Limitation of Liability and Indemnification of Officers and Directors			321

iii


DESCRIPTION OF CAPITAL STOCK OF SPINCO			323
Spinco Common Stock			323
Spinco Bylaws			324
COMPARISON OF STOCKHOLDERS’ RIGHTS			326
CERTAIN BENEFICIAL OWNERS OF DISCOVERY CAPITAL STOCK			336
CERTAIN BENEFICIAL OWNERS OF AT&T COMMON STOCK			341
Certain Beneficial Owners			341
Directors and Officers			341
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			343
LEGAL MATTERS			344
EXPERTS			345
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE			346
INDEX TO COMBINED FINANCIAL STATEMENTS OF THE WARNERMEDIA BUSINESS			F-1
ANNEXES
Annex A — Merger Agreement			A-1
Annex B — Separation Agreement			B-1
Annex C — Malone Voting Agreement			C-1
Annex D — A/N Voting Agreement			D-1
Annex E — Consent Agreement			E-1
Annex F — Form of WBD Charter			F-1
Annex G — Opinion of Allen & Company LLC			G-1
Annex H — Opinion of J.P. Morgan Securities LLC			H-1

This prospectus incorporates by reference important business and financial information about AT&T and Discovery from documents filed with the SEC that have not been included in or delivered with this prospectus. This information is available without charge at the website that the SEC maintains at www.sec.gov, as well as from other sources. See “Where You Can Find More Information; Incorporation By Reference.”

You may ask any questions about the Exchange Offer or request copies of the Exchange Offer documents and the other information incorporated by reference in this prospectus, without charge, upon written or oral request to AT&T’s information agent, D.F. King & Co., Inc., located at 48 Wall Street, 22nd Floor, New York, NY 10005, at the telephone number (800) 290-6427 (toll-free) or (212) 269-5550 (banks and brokerage firms) or at the email address att@dfking.com. In order to receive timely delivery of the documents, you must make your requests no later than , .

All information contained or incorporated by reference in this prospectus with respect to Discovery, Merger Sub and their respective subsidiaries, as well as information on Discovery after the completion of the Transactions, has been provided by Discovery. All other information contained or incorporated by reference in this prospectus with respect to AT&T, Spinco or their respective subsidiaries, or the WarnerMedia Business, and with respect to the terms and conditions of the Exchange Offer, has been provided by AT&T.

This prospectus is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of AT&T common stock, Spinco common stock, Discovery capital stock or WBD common stock in any jurisdiction in which the offer, sale or exchange is not permitted. Non-U.S. stockholders should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of Spinco common stock that may apply in their home countries. AT&T, Spinco and Discovery cannot provide any assurance about whether such limitations may exist. See “The Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on the Exchange Offer outside of the United States.

HELPFUL INFORMATION

Certain abbreviations and terms used in the text and notes are defined below:


Abbreviation/Term		Description
Additional Amount		Means $13.0 billion, minus the Spinco Debt Securities Reduction Amounts, plus any positive Reallocation Amounts, minus the absolute value of any negative Reallocation Amounts

Advance/Newhouse		ANP and ANPP

Ancillary Agreements		The Tax Matters Agreement, the Employee Matters Agreement, the Intellectual Property License Agreement, the Transition Services Agreement and the other agreements mutually agreed to by the parties pursuant to or in connection with the Transactions

ANP		Advance/Newhouse Partnership, a New York partnership

ANPP		Advance/Newhouse Programming Partnership, a New York partnership

A/N Voting Agreement		The Voting Agreement, dated as of May 17, 2021, by and among Discovery, AT&T, Spinco, ANPP and ANP (as it may be amended from time to time)

AT&T		Depending on context, either AT&T Inc. or AT&T Inc. and its consolidated subsidiaries

AT&T common stock		The common shares, par value $1.00 per share, of AT&T Inc.

AT&T Group		AT&T and each of its subsidiaries and any legal predecessors thereto, but excluding any member of the Spinco Group

Clean-Up Spin-Off		If the Exchange Offer is not fully subscribed, the distribution by AT&T following the completion of the Exchange Offer of the remaining shares of Spinco common stock owned by AT&T on a pro rata basis to AT&T stockholders as of the Distribution record date (subject to the fact that such stockholders will have waived their rights to receive shares in the distribution with respect to any shares of AT&T common stock tendered and accepted in the Exchange Offer)

Consent Agreement		The Consent Agreement, dated as of May 17, 2021, by and among Discovery, ANPP and ANP (as it may be amended from time to time)

Discovery		Depending on context, either Discovery, Inc. or Discovery, Inc. and its consolidated subsidiaries

Discovery bylaws		The amended and restated bylaws of Discovery, effective as of November 10, 2020

Discovery charter		The restated certificate of incorporation of Discovery, as amended


Abbreviation/Term		Description
Discovery equity adjustment ratio		The number, (1) the numerator of which is the volume-weighted average price of a share of AT&T common stock on NYSE trading on the “regular way” basis (inclusive of Spinco value) on the NYSE for each of the ten trading days ending on the last trading day preceding the Distribution Date, and (2) the denominator of which is the volume-weighted average price of a share of WBD common stock on Nasdaq trading on the “regular way” basis (inclusive of Spinco value) on Nasdaq for each of the ten trading days starting on the first trading day following the Distribution Date

Discovery record date		The record date to be established for the Discovery special meeting

Distribution		The distribution by AT&T, pursuant to the Separation Agreement, of 100% of the shares of Spinco common stock to AT&T stockholders in the Exchange Offer with a Clean-Up Spin-Off to the extent required, or in a pro rata distribution

Distribution Date		The date, as shall be determined by the board of AT&T, on which the Distribution takes place

Distribution record date		The record date to be established for any pro rata distribution of shares

Employee Matters Agreement		The Employee Matters Agreement, dated as of May 17, 2021, by and among AT&T, Spinco and Discovery

Exchange Offer		The exchange offer whereby AT&T will offer to its stockholders (on the terms, and subject to the conditions, described herein) the ability to exchange all or a portion of their shares of AT&T common stock for shares of Spinco common stock, which Spinco common stock will be immediately exchanged for WBD common stock in the Merger

Malone Voting Agreement		The Voting Agreement, dated as of May 17, 2021, by and among Discovery, AT&T, Spinco, John C. Malone, the John C. Malone 1995 Revocable Trust, the Malone Discovery 2021 Charitable Remainder Unitrust and the Malone CHUB 2017 Charitable Remainder Unitrust (as it may be amended from time to time)

Merger Agreement		The Agreement and Plan of Merger, dated as of May 17, 2021, by and among Discovery, Merger Sub, AT&T and Spinco (as it may be amended from time to time)

Merger Sub		Drake Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Discovery

Par Exchange Requirement		The requirement that the fair market value of the Spinco Debt Securities be equal to the face value of the Spinco Debt Securities such that the Spinco Debt Securities may be resold to the public at par on the date of issuance

Pricing Date		Means the pricing date with respect to any proposed issuance of any Spinco Debt Securities issued to AT&T such that the principal amount of such issuance, together with the aggregate amount of Spinco Debt Securities issued prior to such date, would equal the Additional Amount

Reallocation Amount		Means an amount (which may be positive or negative) equal to: (1) $30.0 billion minus (2) AT&T’s good faith estimate of the aggregate basis for U.S. federal income tax purposes of the assets to be contributed to Spinco pursuant to the Separation Plan


Abbreviation/Term		Description
Reclassification		The reclassification and conversion of Discovery capital stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter into such number of shares of WBD common stock as set forth in the Merger Agreement

Separation		The transfer of the WarnerMedia Assets that are not already owned by members of the Spinco Group to members of the Spinco Group and the assumption of the WarnerMedia Liabilities that are not already owed by or otherwise the responsibility of members of the Spinco Group by members of the Spinco Group, and the transfer of Excluded Assets that are not already owned by members of the AT&T Group to members of the AT&T Group and the assumption of the Excluded Liabilities that are not already owed by or otherwise the responsibility of members of the AT&T Group by the AT&T Group, including the steps contemplated by the Separation Plan

Separation Agreement		The Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, AT&T and Spinco (as it may be amended from time to time)

Separation Date		The effective date of the Separation

Separation Plan		AT&T’s plan with respect to the transfer and/or assignment and assumption of WarnerMedia Assets, WarnerMedia Liabilities, Excluded Assets and Excluded Liabilities, as further described in the Separation Agreement

Share Issuance		The issuance of shares of WBD common stock to the stockholders of Spinco in the Merger

Special Cash Payment		A special cash payment from Spinco to AT&T in an amount equal to approximately $30.0 billion, subject to adjustment, including for the approximately $1.6 billion of existing debt of the WarnerMedia Business to be assumed by the Spinco Group, net working capital and other adjustments as described in “The Separation Agreement—The Separation—Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments”

Spinco		Magallanes, Inc., a Delaware corporation and currently a wholly owned subsidiary of AT&T

Spinco common stock		The common stock, par value $0.01^{per share, of Spinco}

Spinco Debt Financing		The indebtedness for borrowed money incurred in connection with the Financing, as described in “Debt Financing”

Spinco Debt Securities		The debt securities issued by Spinco to AT&T
Spinco Debt Securities Reduction Amounts		Means (1) $5,753,424.66 multiplied by (2) the actual number of days elapsed beginning on the first business day after the regulatory approvals (other than the IRS approval) through and until the Pricing Date

Spinco Employee		Means, collectively, each employee of the Spinco Group as of the Distribution Date, including any such employees who are on an approved leave at such time and any AT&T employees transferred to the Spinco Group prior to the Distribution Date, other than employees employed by the Spinco Group who do not provide substantial services relating to the WarnerMedia Business as of immediately prior to the Distribution Date


Abbreviation/Term		Description
Spinco Group		Spinco and its subsidiaries, after giving effect to the Separation

Transaction Documents		The Merger Agreement, the Separation Agreement, the Employee Matters Agreement, the Tax Matters Agreement, the A/N Voting Agreement, the Malone Voting Agreement, the Consent Agreement and the other Ancillary Agreements

Transactions		The transactions contemplated by the Transaction Documents, which provide for, among other things, the Separation, the Special Cash Payment, the Distribution, the Reclassification, the Merger and the payment of the Additional Amount, as described in “The Transactions”

WarnerMedia Assets		The assets allocated to Spinco and the members of the Spinco Group described in “The Separation Agreement—The Separation—Transfer of Assets”

WarnerMedia Business		Certain assets, liabilities and entities composing the WarnerMedia business of AT&T

WarnerMedia Liabilities		The liabilities allocated to Spinco and the members of the Spinco Group described in “The Separation Agreement—The Separation—Assumption of Liabilities”

WBD		Warner Bros. Discovery, Inc., the combined company upon the completion of the Transactions

WBD charter		The second restated certificate of incorporation of WBD, which will effect the Reclassification and be the certificate of incorporation of the combined company

WBD common stock		The Series A common stock of WBD, par value $0.01 per share, following the Reclassification

QUESTIONS AND ANSWERS

The following are brief answers to common questions that you may have regarding the Transactions, the consideration to be received in the Transactions and the Exchange Offer (as discussed below). The questions and answers in this section may not address all questions that might be important to you as an AT&T stockholder. To better understand these matters, and for a description of the legal terms governing the Transactions, please read carefully and in its entirety this prospectus, including the annexes hereto, and the documents incorporated by reference herein, as well as the registration statement of which this prospectus forms a part, including the exhibits to the registration statement. See “Where You Can Find More Information; Incorporation by Reference.”

Questions and Answers about the Transactions

Q: What are the Transactions described in this prospectus?

A: On May 17, 2021, AT&T, Spinco and Discovery entered into definitive agreements, pursuant to which and subject to the terms and conditions therein, (1) AT&T will transfer the WarnerMedia Business to Spinco (generally referred to herein as the “Separation”), (2) Spinco will (a) make a cash distribution to AT&T equal to approximately $30.0 billion, subject to adjustment, including for the approximately $1.6 billion of existing debt of the WarnerMedia Business to be assumed by Spinco and its subsidiaries, after giving effect to the Separation (each such subsidiary, a “Spinco Subsidiary,” and together with Spinco, the “Spinco Group” or the “Spinco Entities”), net working capital and other adjustments (the “Special Cash Payment”), and (b)(i) issue to AT&T the debt instruments of Spinco (the “Spinco Debt Securities”) that satisfy the Par Exchange Requirement (as defined herein), (ii) distribute to AT&T all or a portion of the cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements (as defined herein) and/or use all or a portion of the cash proceeds of such borrowing to purchase assets of the WarnerMedia Business from AT&T or (iii) undertake a combination of the actions described in (2)(b)(i) and (2)(b)(ii) such that AT&T has received, in the aggregate, the Additional Amount of approximately $13.0 billion, subject to adjustment, (3) AT&T will distribute to its stockholders all of the issued and outstanding shares of Spinco common stock in a distribution that will, at AT&T’s election, take place either by way of (i) a pro rata distribution of Spinco common stock to AT&T stockholders or (ii) an exchange offer followed by a pro rata distribution of any shares of Spinco common stock remaining if such exchange offer is not fully subscribed because the number of shares of AT&T common stock tendered and accepted does not result in all shares of Spinco common stock being distributed in the exchange offer (generally referred to herein as the “Distribution”), (4) Discovery will amend and restate its restated certificate of incorporation, as amended (the “Discovery charter”), to, among other things, change its name to Warner Bros. Discovery, Inc. and reclassify and automatically convert each share of Discovery’s Series A common stock, par value $0.01 per share (“Discovery Series A common stock”), Discovery’s Series B convertible common stock, par value $0.01 per share (“Discovery Series B common stock”), Discovery’s Series C common stock, par value $0.01 per share (“Discovery Series C common stock”), Discovery’s Series A-1 convertible participating preferred stock, par value $0.01 per share (“Discovery Series A-1 preferred stock”), and Discovery’s Series C-1 convertible participating preferred stock, par value $0.01 per share (“Discovery Series C-1 preferred stock”), issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter (as defined herein) into such number of shares of WBD common stock as set forth in the Merger Agreement (generally referred to herein as the “Reclassification” and together with the other amendments and restatements to the Discovery charter, the “Charter Amendment”) and (5) Merger Sub will merge with and into Spinco, with Spinco as the surviving corporation (generally referred to herein as the “Merger”) and as a wholly owned subsidiary of WBD.

holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” The Distribution and the Merger are a Reverse Morris Trust-type transaction and are expected to be tax-free to AT&T stockholders for U.S. federal income tax purposes, except to the extent that cash is paid to AT&T stockholders in lieu of fractional shares in the Distribution or the Merger. The Separation, Special Cash Payment, Distribution, Reclassification, Merger, payment of the Additional Amount and other transactions contemplated by the Transaction Documents (as defined herein) are collectively referred to herein as the “Transactions.”

The definitive agreements entered into in connection with the Transactions include (1) the Merger Agreement, (2) the Separation Agreement, (3) the Employee Matters Agreement, (4) the Tax Matters Agreement, (5) the A/N Voting Agreement, (6) the Malone Voting Agreement and (7) the Consent Agreement (each as defined herein). In addition, AT&T and Discovery and certain of their respective affiliates, including Spinco, will enter into other Ancillary Agreements in connection with the Transactions (collectively, the “Transaction Documents”). These agreements, which are described in greater detail in “Other Agreements Related to the Transactions,” will govern the relationship among AT&T and Discovery and their respective affiliates, including Spinco, after the Transactions.

The Distribution will be conducted through, at AT&T’s election, either (1) a pro rata distribution of Spinco common stock to AT&T stockholders or (2) the Exchange Offer and a potential Clean-Up Spin-Off, if necessary. This prospectus has been prepared under the assumption that the shares of Spinco common stock will be distributed to AT&T stockholders pursuant to the Exchange Offer. Based on market conditions prior to the Closing (as defined herein), AT&T will determine whether the shares of Spinco common stock will be distributed to AT&T stockholders in a pro rata distribution or the Exchange Offer and a potential Clean-Up Spin-Off, if necessary.

Assuming that AT&T elects to undertake the Distribution by way of the Exchange Offer, on the Closing Date (as defined herein), AT&T will distribute 100% of the shares of Spinco common stock to AT&T stockholders through the Exchange Offer, followed by a potential Clean-Up Spin-Off. In the Exchange Offer, AT&T will offer to AT&T stockholders the option to exchange all or a portion of their shares of AT&T common stock for shares of Spinco common stock. Immediately following the Exchange Offer, the shares of Spinco common stock remaining if the Exchange Offer is not fully subscribed (because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged) will be distributed in a Clean-Up Spin-Off on a pro rata basis to AT&T stockholders as of the record date (the “Distribution record date”), other than in respect of any shares tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. If the Exchange Offer is terminated by AT&T without the exchange of shares, but the conditions to completion of the Transactions have otherwise been satisfied, all shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis to holders of AT&T common stock, with a Distribution record date to be announced by AT&T.

The Exchange Offer Agent (as defined herein) will hold all issued and outstanding shares of Spinco common stock in trust for the benefit of those stockholders receiving shares of Spinco common stock in the Exchange Offer and a potential Clean-Up Spin-Off, pending the completion of the Merger. Shares of Spinco common stock will not be able to be traded during this period. Immediately after the Distribution and on the

Closing Date, Merger Sub will merge with and into Spinco, with Spinco as the surviving corporation and as a wholly owned subsidiary of WBD. At the effective time of the Merger, those shares of Spinco common stock held in trust by the Exchange Offer Agent will automatically convert into the right to receive shares of WBD common stock, as described above. In addition to the conditions applicable to the Exchange Offer, the Distribution is subject to certain conditions set forth in the Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, AT&T and Spinco, as it may be amended from time to time (the “Separation Agreement”), and the Merger is subject to certain conditions set forth in the Merger Agreement. See “The Separation Agreement—Conditions to the Distribution” and “The Merger Agreement—Conditions to the Merger.”

Following the Transactions, WBD, as the combined company, will own and operate the WarnerMedia Business through Spinco and will also continue Discovery’s current businesses. Discovery will use reasonable best efforts to cause the WBD common stock issuable in the Transactions to be authorized for listing on Nasdaq under the symbol “WBD,” and certain significant WBD stockholders will be party to a registration rights agreement described further under “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Q: What are the steps for the Transactions described above?

A: Below is a step-by-step list illustrating the material events relating to the Separation, the Distribution, the Reclassification and the Merger. Each of these events, as well as any conditions to their completion, is discussed in more detail elsewhere in this prospectus. Steps #1, #2 and #3 described below may not, and are not required pursuant to the Transaction Documents to, occur chronologically.

Step #1—The Separation. Prior to the Distribution and the Merger, AT&T will convey to Spinco or one or more subsidiaries of Spinco and certain assets and liabilities constituting the WarnerMedia Business (the “WarnerMedia Assets” and “WarnerMedia Liabilities,” respectively), and will cause any applicable subsidiary of AT&T to convey to AT&T or its designated subsidiary (other than Spinco or any other member of the Spinco Group) certain excluded assets and excluded liabilities in order to separate the WarnerMedia Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement. Thereafter, AT&T will transfer all of the equity interests in each of the subsidiaries of AT&T holding WarnerMedia Assets and WarnerMedia Liabilities, and constituting the WarnerMedia Business, directly or indirectly, to Spinco.

Step #2—Issuance of Spinco Debt Securities. Prior to the effective time of the Merger, and as a condition to the Distribution, Spinco will (1) issue to AT&T the Spinco Debt Securities that satisfy the Par Exchange Requirement, (2) distribute to AT&T all or a portion of the cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements and/or use all or a portion of the cash proceeds of such borrowing to purchase assets of the WarnerMedia Business from AT&T or (3) undertake a combination of the actions described in (1) and (2) such that AT&T has received, in the aggregate, the Additional Amount of approximately $13.0 billion, subject to adjustment.

AT&T expects to transfer the Spinco Debt Securities to one or more investment banks in exchange for certain debt obligations of AT&T held by such investment bank(s) as principal for their own account (the “Securities Exchange”). Following the Securities Exchange, such investment bank(s) or their affiliates are expected to sell the Spinco Debt Securities to third-party investors.

Step #3—Special Cash Payment. Prior to the effective time of the Merger, and as a condition to the Distribution, Spinco will make the Special Cash Payment to AT&T, which is a cash distribution to AT&T equal to approximately $30.0 billion, subject to adjustment, including for the approximately $1.6 billion of existing debt of the WarnerMedia Business to be assumed by the Spinco Group, net working capital and other adjustments. See “The Separation Agreement—The Separation— Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments” for further description of adjustments to the Special Cash Payment.

Step #4—Issuance of Spinco Common Stock. Prior to the Distribution, Spinco will issue to AT&T a number of shares of Spinco common stock such that the number of shares of Spinco common stock issued and outstanding at the time of the Distribution is equal to the number of shares of WBD common stock to be issued to the stockholders of Spinco in the Merger (the “Share Issuance”).

Step #5—The Distribution; Exchange Offer and Clean-Up Spin-Off. On the Closing Date, AT&T will distribute 100% of the shares of Spinco common stock to AT&T stockholders by, at AT&T’s election, either (1) a pro rata distribution of Spinco common stock to AT&T stockholders or (2) the Exchange Offer and a potential Clean-Up Spin-Off, if necessary. Assuming that AT&T elects to undertake the Distribution by way of the Exchange Offer, AT&T will offer to its stockholders the option to exchange all or a portion of their shares of AT&T common stock for shares of Spinco common stock. Immediately following the Exchange Offer, the shares of Spinco common stock remaining if the Exchange Offer is not fully subscribed (because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged) will be distributed in a Clean-Up Spin-Off on a pro rata basis to AT&T stockholders as of the Distribution record date, other than in respect of any shares tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. See “The Separation Agreement—The Distribution” and “The Exchange Offer.”

The Exchange Offer Agent will hold all issued and outstanding shares of Spinco common stock in trust for the benefit of stockholders that are receiving shares of Spinco common stock in the Exchange Offer and a potential Clean-Up Spin-Off, pending the completion of the Merger. Shares of Spinco common stock will not be able to be traded during this period.

In order to enable AT&T stockholders to value their shares of Spinco common stock in the Exchange Offer, AT&T intends to cause Spinco to issue such number of shares of Spinco common stock to AT&T prior to the Distribution such that the number of shares of Spinco common stock is equal to the number of shares of WBD common stock to be issued in the Share Issuance. As such, the actual number of shares of Spinco common stock distributed in the Distribution may fluctuate between the date hereof and the Closing Date to the extent the number of fully diluted shares of WBD common stock (and by extension the Share Issuance) changes between the date hereof and the date of the Distribution (the “Distribution Date”).

This prospectus has been prepared under the assumption that the shares of Spinco common stock will be distributed to AT&T stockholders pursuant to the Exchange Offer. Based on market conditions prior to the Closing, AT&T will determine whether the shares of Spinco common stock will be distributed to AT&T stockholders in a pro rata distribution or the Exchange Offer and a potential Clean-Up Spin-Off, if necessary.

Step #6—The Reclassification. On the Closing Date and prior to the effective time of the Merger, Discovery will amend and restate the Discovery charter, to provide that (1) each share of Discovery Series A common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into one share of WBD common stock, (2) each share of Discovery Series B common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into one share of WBD common stock, (3) each share of Discovery Series C common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into one share of WBD common stock, (4) each share of Discovery Series A-1 preferred stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into 13.11346315 shares of WBD common stock and (5) each share of Discovery Series C-1 preferred stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified

and automatically converted into such number of shares of WBD common stock as the number of shares of Discovery Series C common stock such share of Discovery Series C-1 preferred stock would have been convertible into immediately prior to the effective time of the WBD charter, which, as of September 30, 2021, would have been 19.3648 shares of WBD common stock.

Step #7—The Merger. In the Merger, Merger Sub will be merged with and into Spinco, with Spinco surviving as a wholly owned subsidiary of WBD. In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock such that immediately after the Merger, such holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.”

The foregoing are subject to certain conditions to their completion. See “The Separation Agreement—Conditions to the Separation,” “The Separation Agreement—Conditions to the Distribution,” “The Exchange Offer—Conditions to Completion of the Exchange Offer” and “The Merger Agreement—Conditions to the Merger.”

Q: What are Discovery’s reasons for pursuing the Transactions?

A: In reaching its decision to approve the Transaction Documents and the Transactions and recommend that Discovery stockholders approve the Charter Amendment proposals and the Share Issuance proposal, the Discovery board of directors (the “Discovery Board”) considered a number of factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination. In the course of its deliberations, the Discovery Board also considered a variety of risks and other potentially negative factors. For the factors considered by the Discovery Board in reaching its decision, see “Discovery’s Reasons for the Transactions.”

Q: What will be the relationship among AT&T, Discovery and Spinco after the completion of the Transactions?

A: Following the Transactions, Spinco will no longer be a subsidiary of AT&T. Instead, Merger Sub will merge with and into Spinco, with Spinco surviving the Merger and becoming a wholly owned subsidiary of Discovery, which will be renamed Warner Bros. Discovery, Inc.

AT&T, Spinco and Discovery have entered into certain agreements, and will enter into certain additional agreements, that will govern certain arrangements among them following the completion of the Transactions relating to, among other things, employee matters, tax matters, transition services, intellectual property matters and data rights. See “Other Agreements Related to the Transactions.”

Q: What equity stake will Discovery and AT&T stockholders hold in Discovery following the Transactions?

A: It is expected that upon completion of the Transactions, holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately

prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” The ownership of the combined company following the Transactions was the result of a negotiated value exchange between AT&T and Discovery, which was based upon each party’s valuations, prior to the execution of the Merger Agreement and the Separation Agreement, of Discovery and the WarnerMedia Business.

Q: What will AT&T stockholders receive in the Transactions?

A: On the Closing Date, AT&T will distribute 100% of the shares of Spinco common stock to AT&T stockholders by, at AT&T’s election, either (1) a pro rata distribution of Spinco common stock to AT&T stockholders or (2) the Exchange Offer and a potential Clean-Up Spin-Off, if necessary. Assuming that AT&T elects to undertake the Distribution by way of the Exchange Offer, AT&T will offer to its stockholders the option to exchange all or a portion of their shares of AT&T common stock for shares of Spinco common stock. Immediately following the Exchange Offer, the shares of Spinco common stock remaining if the Exchange Offer is not fully subscribed (because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged) will be distributed in a Clean-Up Spin-Off on a pro rata basis to AT&T stockholders as of the Distribution record date, other than in respect of any shares tendered and accepted in the Exchange Offer. In the Merger, the shares of Spinco common stock will automatically convert into the right to receive shares of WBD common stock. AT&T stockholders participating in the Exchange Offer will be required to exchange those shares that they tender in the Exchange Offer and that are not properly withdrawn and accepted by AT&T for the shares of Spinco common stock they receive therefor (see “The Exchange Offer—Terms of the Exchange Offer”). If the Exchange Offer is terminated by AT&T without the exchange of shares, but the conditions to completion of the Transactions have otherwise been satisfied, all shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis to holders of AT&T common stock, with a Distribution record date to be announced by AT&T.

In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock such that immediately after the Merger, such holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” Holders of Spinco common stock will receive cash from the Exchange Agent (as defined herein) in lieu of any fractional shares of WBD common stock to which such stockholders would otherwise be entitled. All shares of WBD common stock issued in the Merger will be issued in book-entry form.

As of , based on the reported closing price on Nasdaq of Discovery Series A common stock as of such date and assuming a Share Issuance of shares, the shares of WBD common stock that Discovery expects to issue in the Merger would have a market value of approximately $ billion in the aggregate (the actual value will not be known until the Closing Date). The actual total value of the shares of WBD common stock to be issued in the Merger will depend on the market price of WBD common stock following the completion of the Transactions, including after giving effect to the Reclassification. As a result of the Transactions, including the Reclassification, the market price of WBD common stock could be significantly different from the reported closing price on Nasdaq of Discovery Series A common stock prior to the completion of the Transactions. See “The Transactions—Structure of the Transactions” and “The Transactions—Calculation of the Merger Consideration.”

Q: Are there any conditions to the completion of the Transactions?

A: Yes. Completion of the Merger is subject to a number of conditions, including:

•

the registration statements on Forms S-4 and S-1 of which this prospectus forms a part have become effective under the Securities Act of 1933, as amended (the “Securities Act”);

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the approval by Discovery stockholders of the Charter Amendment and the Share Issuance;

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the Requisite Regulatory Approvals (as defined herein) will be in full force and effect;

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the Separation and the Distribution will have been completed;

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the expiration or termination of any waiting period applicable to the Merger under applicable antitrust or competition laws in the United States and receipt of additional antitrust approvals in applicable jurisdictions;

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AT&T will have received the Special Cash Payment and the Additional Amount immediately before the Distribution;

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the receipt by AT&T, with a copy to Discovery, of (1) the Tax Opinions (as defined herein) from AT&T’s tax counsel, dated as of the Closing Date, and (2) the IRS Ruling (as defined herein); and

•

other customary conditions.

Completion of the Separation is subject to the following conditions:

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each of the parties to the Merger Agreement has irrevocably confirmed to each other that each of the conditions to such party’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Distribution or, subject to applicable laws, is or has been waived by such party; and

•

receipt by AT&T and Spinco of any necessary permits and authorizations under applicable state and federal securities laws in connection with the Distribution.

Completion of the Distribution is subject to the following conditions:

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the completion of the Separation substantially in accordance with the Separation Plan (as defined herein) (other than those steps that are expressly contemplated to occur at or after the Distribution);

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AT&T will have received (1) Spinco Debt Securities that satisfy the Par Exchange Requirement, (2) cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements pursuant to the Merger Agreement or (3) a combination of the foregoing, such that the aggregate principal amount of such Spinco Debt Securities, together with such cash proceeds, will be equal to the Additional Amount of approximately $13.0 billion, subject to adjustment;

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the completion of the Special Cash Payment in accordance with the Separation Agreement;

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receipt by the AT&T Board of the Solvency Opinion (as defined herein) from an independent appraisal firm; and such Solvency Opinion will be reasonably acceptable to AT&T in form and substance in AT&T’s sole discretion; and such Solvency Opinion will not have been withdrawn or rescinded or modified in any respect adverse to AT&T;

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the execution and delivery of the Ancillary Agreements by each party thereto;

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each of the conditions to AT&T’s obligations to effect the Merger has been satisfied or waived (other than those conditions that by their nature are to be satisfied contemporaneously with the Distribution and/or the Merger, so long as such conditions are capable of being satisfied at such time); and

•

Discovery has irrevocably confirmed to AT&T that each of the conditions to Discovery’s obligations to effect the Merger has been satisfied, will be satisfied at the time of the Distribution or, subject to applicable laws, is or has been waived by Discovery.

For a description of the material conditions precedent to the Transactions, see “The Merger Agreement—Conditions to the Merger,” “The Separation Agreement—Conditions to the Separation” and “The Separation Agreement—Conditions to the Distribution.”

Q: What will Discovery stockholders receive in the Transactions?

A: Discovery stockholders will not directly receive any consideration in the Merger. Prior to the effective time of the Merger, all shares of Discovery Series A common stock, Discovery Series B common stock, Discovery Series C common stock, Discovery Series A-1 preferred stock and Discovery Series C-1 preferred stock (collectively, “Discovery capital stock”) issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into such number of shares of WBD common stock as set forth in the Merger Agreement. All shares of WBD common stock issued in the Reclassification will be issued in book-entry form. See “The Transactions—The Reclassification.” Immediately after the Merger, Discovery stockholders will own shares in the combined company, WBD, which will include the WarnerMedia Business by virtue of the fact that Spinco will be a wholly owned subsidiary of WBD. WBD expects to become responsible for up to approximately $43.0 billion of additional debt, including existing debt of the WarnerMedia Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and the Additional Amount and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, including for net working capital, as described in “The Separation Agreement—The Separation—Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments.” After the completion of the Transactions, it is expected that the debt obligations incurred by Spinco in connection with the Transactions will be guaranteed by WBD, Discovery Communications, LLC (“DCL”) and Scripps Networks Interactive, Inc. (“Scripps”). In addition, following the Merger, by virtue of the fact that Spinco will be a wholly owned subsidiary of WBD, the consolidated indebtedness of WBD and its subsidiaries will include the indebtedness of Spinco. See “Debt Financing.”

Q: What is the estimated total value of the Transactions?

A: Discovery expects to issue approximately shares of WBD common stock in the Merger. See “The Transactions—Calculation of the Merger Consideration.” In addition, AT&T will receive a one-time Special Cash Payment and, in addition, the Additional Amount, which is expected to include Spinco Debt Securities, from Spinco, each subject to adjustment. Based upon the reported closing price of $ per share for Discovery Series A common stock on Nasdaq on and assuming a Share Issuance of shares and no adjustments to the Special Cash Payment and the Additional Amount, the total combined value of the shares to be issued by Discovery and the cash and Spinco Debt Securities expected to be received by AT&T from Spinco would be approximately $ billion. The actual value of the shares of WBD common stock to be issued in the Merger will depend on the market price of WBD common stock following the completion of the Transactions, including after giving effect to the Reclassification, and the amount of the Special Cash Payment and the Additional Amount (which is expected to include Spinco Debt Securities) will be determined based on adjustments thereto (if any). See “The Separation Agreement—The Separation— Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments.” As a result of the Transactions, including the Reclassification, the market price of WBD common stock could be significantly different from the reported closing price on Nasdaq of Discovery Series A common stock prior to the completion of the Transactions.

Q: Are there possible adverse effects on the value of WBD common stock to be received by Discovery and AT&T stockholders?

A: Discovery stockholders, by virtue of the Reclassification, and AT&T stockholders, if they elect to exchange their shares of AT&T common stock for shares of Spinco common stock in the Exchange Offer, or by virtue of a pro rata distribution, will receive shares of WBD common stock. The Share Issuance (as well as any discount in the Exchange Offer) may negatively affect the market price of WBD common stock. Further, as a

result of the Reclassification, the market price of WBD common stock could be significantly different from the reported closing prices on Nasdaq of Discovery Series A common stock, Discovery Series B common stock and Discovery Series C common stock prior to the completion of the Transactions. Discovery also expects to incur significant one-time costs in connection with the Transactions, including advisory, legal, accounting and other professional fees related to the Transactions, transition and integration expenses, such as consulting professionals’ fees, information technology implementation costs, financing fees and relocation costs, that Discovery management believes will be necessary to realize anticipated annualized cost synergies. The incurrence of these costs may have an adverse impact on Discovery’s and WBD’s liquidity or operating results in the periods in which they are incurred. Finally, the combined company will be required to devote a significant amount of time and attention to the process of integrating the operations of Discovery and the WarnerMedia Business. If the management of the combined company is not able to effectively manage the process, WBD’s business could suffer and its stock price may decline. In addition, the market price of WBD common stock could decline as a result of sales of a large number of shares of WBD common stock in the market after the completion of the Transactions or even the perception that these sales could occur. See “Risk Factors” for a further discussion of the material risks associated with the Transactions.

Q: How will the Transactions impact the future liquidity and capital resources of the combined company?

A: WBD’s level of consolidated indebtedness will increase from that of Discovery’s as a result of the Transactions. Spinco expects to incur total indebtedness of up to approximately $43.0 billion in connection with the Spinco Notes (as defined herein) (including the Spinco Debt Securities), the Bridge Loans (as defined herein) and the Spinco Term Loan Credit Agreement (as defined herein). See “Debt Financing.” Following the completion of the Transactions, it is expected that all obligations of Spinco with respect to the Spinco Notes (including the Spinco Debt Securities), the Bridge Loans (if applicable) and the Spinco Term Loan Credit Agreement will be guaranteed by WBD, DCL and Scripps. In addition, following the Merger, by virtue of the fact that Spinco will be a wholly owned subsidiary of WBD, the consolidated indebtedness of WBD and its subsidiaries will include the indebtedness of Spinco. Discovery anticipates that WBD’s primary sources of liquidity for working capital and operating activities will be cash from operations and borrowings under its existing credit facilities. Discovery expects that these sources of liquidity will be sufficient to make required payments of interest on the outstanding WBD debt and to fund working capital and capital expenditure requirements, including the significant one-time costs relating to the Transactions. Discovery expects that WBD or Spinco, as applicable, will be able to comply with the financial and other covenants under the Commitment Letter (as defined herein) governing the Bridge Loans, the Spinco Term Loan Credit Agreement and the indentures governing the Spinco Notes (including the Spinco Debt Securities), if any.

Discovery expects WBD to realize cost synergies of over $3.0 billion on a run-rate basis by the end of the second full year after the completion of the Transactions. These cost synergies are expected to be driven by technology, marketing and platform efficiencies. Discovery expects WBD to incur significant, one-time costs of approximately $0.7 billion in connection with completing the Transactions and an additional approximately $1.5 billion in one-time cash costs during the first year following the completion of the Transactions that Discovery believes will be necessary to realize the anticipated cost synergies from the Transactions. No assurances of the timing or amount of synergies able to be captured, or the timing or amount of costs necessary to achieve those synergies, can be provided. See “The Transactions—Liquidity and Capital Resources Following the Transactions.” The incurrence of these costs may have an adverse impact on Discovery’s and WBD’s liquidity, cash flows and operating results in the periods in which they are incurred, and actual costs may be higher than currently anticipated.

Q: How will the rights of Discovery stockholders change after the Transactions?

A: In the Reclassification, (1) each share of Discovery Series A common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be

reclassified and automatically converted into one share of WBD common stock, (2) each share of Discovery Series B common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into one share of WBD common stock, (3) each share of Discovery Series C common stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into one share of WBD common stock, (4) each share of Discovery Series A-1 preferred stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into 13.11346315 shares of WBD common stock and (5) each share of Discovery Series C-1 preferred stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into such number of shares of WBD common stock as the number of shares of Discovery Series C common stock such share of Discovery Series C-1 preferred stock would have been convertible into immediately prior to the effective time of the WBD charter, which, as of September 30, 2021, would have been 19.3648 shares of WBD common stock. No shares of WBD preferred stock are expected to be issued and outstanding immediately following the Reclassification.

In connection with the Transactions, including the Reclassification, Discovery will amend and restate the Discovery charter. The existing rights of Discovery stockholders under the Discovery charter will be replaced by new rights upon the Charter Amendment and the effectiveness of the second restated certificate of incorporation of WBD, which will be the certificate of incorporation of the combined company (the “WBD charter”). For a description of the rights of stockholders under the Discovery charter, the WBD charter and the amended and restated bylaws of Discovery (the “Discovery bylaws”), see “Description of Capital Stock of Discovery and WBD.” In addition, in connection with the completion of the Transactions, it is expected that the Discovery bylaws will be amended and restated to, among other things, reflect the WBD charter.

Q: What will AT&T receive in the Transactions?

A: Prior to the Distribution, AT&T will receive the Special Cash Payment in the amount of approximately $30.0 billion, subject to adjustment, including for the approximately $1.6 billion of existing debt of the WarnerMedia Business to be assumed by the Spinco Group, net working capital and other adjustments, and the Additional Amount, which is expected to include Spinco Debt Securities, equal to approximately $13.0 billion, subject to adjustment, which will in turn be used by AT&T to repay certain existing debt pursuant to the Securities Exchange. See “The Separation Agreement—The Separation— Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments” for further description of adjustments to the Special Cash Payment.

Q: Will the Distribution and the Merger affect the AT&T equity-based awards held by Spinco Employees?

A: Yes. Certain Spinco Employees hold AT&T RSU Awards (as defined herein) and/or AT&T Option Awards (as defined herein). Upon or following the Closing, with respect to Spinco Employees, (1) each AT&T RSU Award that was granted prior to May 17, 2021 and is outstanding and unvested as of the Closing will be forfeited, and WBD will grant each such Spinco Employee a WBD RSU Award (as defined herein) subject to the same terms and conditions, except that the number of shares of WBD common stock to which such WBD RSU Award relates will be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (a) the number of unvested shares of AT&T common stock to which the corresponding AT&T RSU Award related immediately prior to the Closing by (b) the Discovery equity adjustment ratio (as defined herein); (2) each AT&T RSU Award that was granted prior to May 17, 2021 and is outstanding and vested as of the Closing and each AT&T Option Award that was granted prior to May 17, 2021 and is outstanding as of the Closing will remain an award denominated in AT&T common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the compensation committee of the AT&T Board (the “AT&T

Compensation Committee”) to reflect the Distribution; and (3) each AT&T RSU Award that was granted after May 17, 2021 and is outstanding as of the Closing will be converted into a WBD RSU Award subject to the same terms and conditions, except that the number of shares of WBD common stock to which such WBD RSU Award relates will be equal to the product, rounded up to the nearest whole number of shares, obtained by multiplying (a) the number of shares of AT&T common stock to which the corresponding AT&T RSU Award related immediately prior to the Closing by (b) the Discovery equity adjustment ratio.

For a more complete description of the treatment of AT&T equity-based awards held by Spinco Employees that are outstanding as of the Closing, see “The Transactions—Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards.”

Q: Will the Distribution and the Merger affect the AT&T equity-based awards held by AT&T employees?

A: Certain current and former employees of AT&T who are not currently or will not become Spinco Employees as a result of the Distribution hold equity-based awards relating to shares of AT&T common stock. Upon or following the Closing, each AT&T RSU Award, AT&T Restricted Stock Award (as defined herein), AT&T PSU Award (as defined herein) and AT&T Option Award, in each case that is outstanding as of the Closing and held by an AT&T employee, will remain an award denominated in AT&T common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the AT&T Compensation Committee to reflect the Distribution.

For a more complete description of the treatment of AT&T equity-based awards held by AT&T employees that are outstanding as of the Closing, see “The Transactions—Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards.”

Q: What are the material U.S. federal income tax consequences to AT&T stockholders resulting from the Transactions?

A: The completion of the Distribution, the Merger and certain related Transactions are conditioned upon AT&T’s receipt, with a copy to Discovery, of (1) an opinion from its tax counsel substantially to the effect that, among other things, for U.S. federal income tax purposes, the Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”) and a tax-free distribution under Section 355 of the Code and that certain other related Transactions will qualify for their intended tax-free treatment, (2) an opinion from its tax counsel substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code (collectively, the “Tax Opinions”) and (3) a private letter ruling from the Internal Revenue Service (the “IRS”) regarding the qualification of the Distribution and certain related Transactions for tax-free treatment (the “IRS Ruling”). Provided that such transactions so qualify, AT&T stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Distribution or WBD common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of WBD common stock). See “Material U.S. Federal Income Tax Consequences” for more information regarding the potential tax consequences of the Transactions.

Q: What are the material U.S. federal income tax consequences to Discovery and Discovery stockholders resulting from the Transactions?

A: Discovery will not recognize any gain or loss for U.S. federal income tax purposes upon the completion of the Merger. Because Discovery stockholders in their capacity as such will not receive consideration in the Distribution or the Merger, Discovery stockholders will generally not recognize gain or loss for U.S. federal income tax purposes upon either the Distribution (including the Exchange Offer) or the Merger. Neither Discovery nor Discovery stockholders are expected to recognize gain or loss for U.S. federal income tax

purposes upon the Reclassification. Discovery stockholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Transactions in light of their particular circumstances.

Q: Are there risks associated with the Transactions?

A: Yes. The material risks and uncertainties associated with the Transactions are discussed in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Those risks include, among others, the possibility that the Transactions may not be completed, the possibility that Discovery may fail to realize the anticipated financial and other benefits of the Merger, the uncertainty that Discovery will be able to integrate the WarnerMedia Business successfully, the possibility that Discovery may be unable to provide benefits and services or access to equivalent financial strength and resources to the WarnerMedia Business that historically have been provided by AT&T, and the substantial dilution to the ownership interest of current Discovery stockholders following the completion of the Merger.

Q: Who will serve on the WBD Board following the completion of the Transactions?

A: As of the effective time of the Merger, the WBD board of directors (the “WBD Board”) will consist of 13 directors, consisting of six directors designated by Discovery, including the Chief Executive Officer of WBD as of immediately after the effective time of the Merger (“Discovery Designees”), and seven directors designated by AT&T (“AT&T Designees”).

The Class I directors will initially include two Discovery Designees and two AT&T Designees, the Class II directors will initially include two Discovery Designees and two AT&T Designees and the Class III directors will initially include two Discovery Designees and three AT&T Designees, one of whom will be the Chairperson of the WBD Board. The Discovery Designees will include David M. Zaslav, who will serve as President and Chief Executive Officer of WBD. It is expected that John C. Malone will also serve as a Discovery Designee. Pursuant to the terms of the Consent Agreement, the initial Discovery Designees for the Class III directors will be Steven A. Miron and Steven O. Newhouse. See “Other Agreements Related to the Transactions—Consent Agreement.” The other Discovery Designees and the AT&T Designees will be named prior to the Closing.

The initial term of the Class I directors will expire immediately following WBD’s first annual meeting of stockholders after the completion of the Merger, the initial term of the Class II directors will expire immediately following WBD’s second annual meeting of stockholders after the completion of the Merger and the initial term of the Class III directors will expire immediately following WBD’s third annual meeting of stockholders after the completion of the Merger. Upon the expiration of the initial term of each class of directors, such class of WBD directors will be elected for a one-year term expiring immediately following each WBD annual meeting of stockholders.

Q: Will Discovery’s current senior management team manage the business of WBD after the Transactions?

A: The Merger Agreement provides that, as of the effective time of the Merger, David M. Zaslav will serve as President and Chief Executive Officer of WBD. Mr. Zaslav will be responsible for the strategic direction of WBD, including its overall operations and performance. The Merger Agreement provides that, prior to the completion of the Transactions, Discovery and AT&T are to cooperate and consult in good faith to appoint such other senior executive officers as are mutually agreed, and to determine such senior executive officers’ initial roles, titles and responsibilities, as of the effective time of the Merger. Gunnar Wiedenfels will serve as Chief Financial Officer of WBD. Prior to and after the completion of the Transactions, the Chief Executive Officer will have principal responsibility in the appointment of the senior executive team and their roles, titles and responsibilities. The Chief Executive Officer will also have principal responsibility in the approval of appointments for management positions for corporate functions of WBD.

Q: What stockholder approvals will be needed in connection with the Transactions?

A: Discovery stockholders will need to approve each of the Charter Amendment proposals by the affirmative vote of (1) at least 75% of the outstanding shares of Discovery Series B common stock, voting as a class, (2) at least a majority of the outstanding shares of Discovery Series A-1 preferred stock, voting as a class, (3) at least a majority of the outstanding shares of Discovery Series C-1 preferred stock, voting as a class, and (4) at least a majority of the combined voting power of the outstanding shares of Discovery Series A common stock, Discovery Series B common stock and Discovery Series A-1 preferred stock (collectively, “Discovery voting stock”), voting together as a single class, present in person or represented by proxy at the special meeting to be held on (the “Discovery special meeting”) and entitled to vote on such proposal.

Discovery stockholders will need to approve the Share Issuance proposal by the affirmative vote of at least a majority of the combined voting power of the outstanding shares of Discovery voting stock, voting together as a single class, present in person or represented by proxy at the Discovery special meeting and entitled to vote on such proposal. The approval, on an advisory (non-binding) basis, of the “Golden Parachute” Compensation proposal is not a condition to the obligations of Discovery to complete the Transactions.

In connection with entering into the Merger Agreement, Discovery, AT&T and Spinco entered into voting agreements with (1) Dr. Malone and certain of his affiliates and (2) Advance/Newhouse Programming Partnership (“ANPP”) and Advance/Newhouse Partnership (“ANP,” and together with ANPP, “Advance/Newhouse”). Pursuant to the voting agreements, (1) Dr. Malone and certain of his affiliates, who collectively hold approximately % and % of the issued and outstanding shares of Discovery Series A common stock and Discovery Series B common stock, respectively, which is approximately % of the aggregate voting power of the shares of Discovery voting stock as of the Discovery record date and (2) Advance/Newhouse, which holds all of the issued and outstanding shares of Discovery Series A-1 preferred stock, which is approximately % of the aggregate voting power of the shares of Discovery voting stock as of the Discovery record date, and all of the issued and outstanding shares of Discovery Series C-1 preferred stock, have agreed to vote their shares in favor of the Charter Amendment proposals and the Share Issuance Proposal. For additional information regarding the voting agreements, see “Other Agreements Related to the Transactions—Malone Voting Agreement” and “Other Agreements Related to the Transactions—A/N Voting Agreement.”

Discovery also entered into the Consent Agreement with Advance/Newhouse. Pursuant to the Consent Agreement, Advance/Newhouse has delivered an irrevocable written consent to Discovery consenting to, approving and adopting the Merger Agreement and any actions required thereby, including the Charter Amendment and the Share Issuance. The Consent was delivered in accordance with the affirmative vote or written consent required pursuant to the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock of Discovery for any Special A-1 Class Vote Matter (as such term is defined therein). As of the Discovery record date, Advance/Newhouse holds all of the issued and outstanding shares of Discovery Series A-1 preferred stock. For additional information regarding the Consent Agreement, see “Other Agreements Related to the Transactions—Consent Agreement.”

No vote of AT&T stockholders is required or being sought in connection with the Transactions.

Q: Where will the WBD shares issued in connection with the Merger be listed?

A: Discovery will use reasonable best efforts to cause the WBD common stock issuable in the Transactions to be authorized for listing on Nasdaq under the symbol “WBD.”

Q: What is the current relationship between Spinco and Discovery?

A: Spinco is currently a wholly owned subsidiary of AT&T and was formed as a Delaware corporation on May 14, 2021 to effectuate the Separation, the Distribution and the Merger. Other than in connection with the Transactions, there is no relationship between Spinco and Discovery.

Q: When will the Transactions be completed?

A: Discovery and AT&T expect the Transactions to be completed in mid-2022, subject to satisfaction of the closing conditions to the Transactions, including receipt of Discovery stockholder approval for the Charter Amendment and the Share Issuance and certain regulatory approvals. Discovery stockholders will vote on the Charter Amendment and the Share Issuance at a special meeting to be held on and the status of regulatory approvals is set forth in “The Transactions—Regulatory Approvals.” In addition, other important conditions to the closing of the Merger and the other Transactions contemplated by the Merger Agreement (the “Closing” and the date on which the Closing occurs, the “Closing Date”) exist, including, among other things, the completion of the Separation and the Distribution and the receipt by AT&T, with a copy to Discovery, of the Tax Opinions and the IRS Ruling. It is possible that factors outside of Discovery’s and AT&T’s control could require AT&T to complete the Separation and the Distribution and Discovery and AT&T to complete the Merger at a later time or not complete them at all. For a discussion of the conditions to the Separation and the Merger, see “The Transactions—Regulatory Approvals,” “The Merger Agreement—Conditions to the Merger” and “The Separation Agreement—Conditions to the Distribution.”

Q: Does the Merger Agreement contain an outside date which, once reached, allows a party to terminate?

A: Yes. Subject to specified qualifications and exceptions, either AT&T or Discovery may terminate the Merger Agreement at any time prior to the completion of the Merger if the Merger has not been completed by July 15, 2023. See “The Merger Agreement—Termination.”

Q: Does Discovery have to pay anything to AT&T if the Merger Agreement is terminated?

A: Depending on the circumstances for termination of the Merger Agreement, Discovery may have to pay AT&T a termination fee of $720.0 million (the “Discovery Termination Fee”). For a discussion of the circumstances under which the Discovery Termination Fee is payable by Discovery, see “The Merger Agreement—Termination Fees and Expenses Payable in Certain Circumstances.”

Q: Does AT&T have to pay anything to Discovery if the Merger Agreement is terminated?

A: Depending on the circumstances for termination of the Merger Agreement, AT&T may have to pay Discovery a termination fee of $1.77 billion (the “AT&T Termination Fee”). For a discussion of the circumstances under which the AT&T Termination Fee is payable by AT&T, see “The Merger Agreement—Termination Fees and Expenses Payable in Certain Circumstances.”

Q: Who can answer my questions about the Exchange Offer?

A: If you have any questions about the Exchange Offer or you would like to request additional documents, including copies of this prospectus and the letter of transmittal (including the instructions thereto), please contact the information agent, D.F. King & Co., Inc., located at 48 Wall Street, 22nd Floor, New York, NY 10005, at the telephone number (800) 290-6427 (toll-free) or (212) 269-5550 (banks and brokerage firms) or at the email address att@dfking.com.

Q: Who is the transfer agent for Discovery capital stock and WBD common stock and the Exchange Agent for the Merger?

A: Computershare Trust Company, N.A. is the transfer agent for Discovery capital stock and WBD common stock and will be the exchange agent (the “Exchange Agent”) for the Merger.

Q: Who is the transfer agent for AT&T common stock and the Exchange Offer Agent for the Distribution?

A: Computershare Trust Company, N.A. is the transfer agent for AT&T common stock and will be the exchange offer agent (the “Exchange Offer Agent”) for the Distribution.

Q: Where can I find more information about AT&T, Discovery, Spinco and the Transactions?

A: You can find out more information about AT&T, Discovery, Spinco and the Transactions by reading this prospectus and, with respect to AT&T and Discovery, from various sources described in “Where You Can Find More Information; Incorporation by Reference.”

Questions and Answers about the Exchange Offer

Q: Who may participate in the Exchange Offer?

A: Any U.S. holder of AT&T common stock in the United States during the Exchange Offer period may participate in the Exchange Offer. Although AT&T has mailed this prospectus to its stockholders to the extent required by U.S. law, including stockholders located outside of the United States, this prospectus is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of AT&T common stock, Spinco common stock, Discovery capital stock or WBD common stock in any jurisdiction in which such offer, sale or exchange is not permitted.

Countries outside of the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of AT&T, Spinco or Discovery has taken any action under non-U.S. laws or regulations to facilitate a public offer to exchange shares of AT&T common stock, Spinco common stock or WBD common stock outside of the United States. Accordingly, the ability of any non-U.S. person and any U.S. person residing outside of the United States to tender shares of AT&T common stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit such person to participate in the Exchange Offer without the need for AT&T, Spinco or Discovery to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

Non-U.S. stockholders and U.S. stockholders residing outside of the United States should consult their advisors in considering whether they may participate in the Exchange Offer in accordance with the laws of their home countries or countries of residence, as applicable, and, if they do participate, whether there are any restrictions or limitations on transactions in the shares of AT&T common stock, Spinco common stock or WBD common stock that may apply in such countries. None of AT&T, Discovery or Spinco can provide any assurance about whether such limitations may exist. See “The Exchange Offer—Certain Matters Relating to Non-U.S. Jurisdictions” for additional information about limitations on the Exchange Offer outside of the United States.

Q: How many shares of Spinco common stock will I receive for each share of AT&T common stock that I tender?

A: The Exchange Offer is designed to permit you to exchange your shares of AT&T common stock for shares of Spinco common stock at a price per share equal to a % discount to the per-share value of Discovery Series A common stock, calculated as set forth in this prospectus. Stated another way, for each $100 of your AT&T common stock accepted in the Exchange Offer, you will receive approximately $ of Spinco common stock. The value of the AT&T common stock will be based on the calculated per-share value for AT&T common stock on the NYSE and the value of Spinco common stock will be based on the calculated per-share value for Discovery Series A common stock on Nasdaq, in each case determined by reference to the

simple arithmetic average of the daily VWAP of AT&T common stock on the NYSE and Discovery Series A common stock on Nasdaq on each of the Valuation Dates. The last day on which tenders will be accepted, whether on or any later date to which the Exchange Offer is extended, is referred to in this prospectus as the “expiration date.” Please note, however, that:

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The number of shares you can receive is subject to an upper limit of shares of Spinco common stock for each share of AT&T common stock accepted in the Exchange Offer. The next question and answer below describes how this limit may impact the value you receive.

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The Exchange Offer does not provide for a minimum exchange ratio. See “The Exchange Offer—Terms of the Exchange Offer.”

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To the extent that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged, then all of the remaining shares of Spinco common stock held by AT&T will be distributed on a pro rata basis by way of a Clean-Up Spin-Off following the completion of the Exchange Offer to all remaining AT&T stockholders.

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Because the Exchange Offer is subject to proration in the event of oversubscription, AT&T may accept for exchange only a portion of the AT&T common stock tendered by you. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock.” In the event that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged in the Exchange Offer, then proration would not occur and all of the remaining shares of Spinco common stock would be distributed by way of a Clean-Up Spin-Off following the completion of the Exchange Offer to all remaining AT&T stockholders.

For more information on the terms of the Exchange Offer see “The Exchange Offer—Terms of the Exchange Offer.”

Q: Is there a limit on the number of shares of Spinco common stock I can receive for each share of AT&T common stock that I tender?

A: The number of shares you can receive is subject to an upper limit of shares of Spinco common stock for each share of AT&T common stock accepted in the Exchange Offer. If the upper limit is in effect, you will receive less than $ of Spinco common stock for each $100 of AT&T common stock that you tender, and you could receive much less. For example, if the calculated per-share value of AT&T common stock was $ (the highest closing price for AT&T common stock on the NYSE during the month period prior to commencement of the Exchange Offer) and the calculated per-share value of Spinco common stock was $ (the lowest closing price for Discovery Series A common stock on Nasdaq during that month period), the value of Spinco common stock, based on the Discovery Series A common stock price, received for shares of AT&T common stock accepted for exchange would be approximately $ for each $100 of AT&T common stock accepted for exchange.

The upper limit would represent a % discount for shares of Spinco common stock based on the closing price of AT&T common stock on the NYSE and Discovery Series A common stock on Nasdaq on the trading day immediately preceding the commencement of the Exchange Offer. AT&T set this upper limit to ensure that an unusual or unexpected drop in the trading price of Discovery Series A common stock, relative to the trading price of AT&T common stock, would not result in an unduly high number of shares of Spinco common stock being exchanged for shares of AT&T common stock accepted in the Exchange Offer.

In addition, depending on the number of the shares of AT&T common stock validly tendered in the Exchange Offer and the final exchange ratio, the Exchange Offer could become oversubscribed. In the event of

such an oversubscription, AT&T would have to limit the number of shares of AT&T common stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock.” In the event that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged in the Exchange Offer, then proration would not occur and all of the remaining shares of Spinco common stock held by AT&T would be distributed by way of a Clean-Up Spin-Off following the completion of the Exchange Offer to all remaining AT&T stockholders.

Q: Are there possible adverse effects on the value of Discovery Series A common stock ultimately to be received by AT&T stockholders who participate in the Exchange Offer?

A: The risk factors associated with the Transactions are described in more detail in “Risk Factors.” You should carefully consider the risk factors set forth in that section.

Q: How are the calculated per-share values of AT&T common stock and Discovery Series A common stock determined for purposes of calculating the number of shares of Spinco common stock to be received in the Exchange Offer?

A: The calculated per-share value of AT&T common stock and Discovery Series A common stock for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAP of AT&T common stock on the NYSE and Discovery Series A common stock on Nasdaq, as the case may be, on each of the Valuation Dates. The daily VWAP will be as reported by Bloomberg L.P. (“Bloomberg”) as displayed under the heading Bloomberg VWAP on the Bloomberg pages “T UN<Equity>AQR” with respect to AT&T common stock and “DISCA UW<Equity>AQR” with respect to Spinco common stock (or any other recognized quotation source selected by AT&T in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs of AT&T common stock and Discovery Series A common stock obtained from Bloomberg may be different from other sources of VWAP or investors’ or other security holders’ own calculations of VWAP. AT&T will determine the simple arithmetic average of the VWAPs of each stock based on prices provided by Bloomberg, and such determination will be final. For more information on the terms of the Exchange Offer, see “The Exchange Offer—Terms of the Exchange Offer.”

Q: What is the “daily volume-weighted average price” or “daily VWAP?”

A: The “daily volume-weighted average price” for AT&T common stock and Discovery Series A common stock will be the volume-weighted average price of AT&T common stock on the NYSE and Discovery Series A common stock on Nasdaq during the period beginning at 9:30 a.m., New York City time (or such other time as is the official open of trading on the NYSE or Nasdaq), and ending at 4:00 p.m., New York City time (or such other time as is the official close of trading on the NYSE or Nasdaq), except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time, as reported to AT&T by Bloomberg for the equity ticker pages of AT&T, in the case of AT&T common stock, and Discovery, in the case of Discovery Series A common stock. The daily VWAPs obtained from Bloomberg may be different from other sources of VWAP or investors’ or other security holders’ own calculations of VWAP. AT&T will determine the simple arithmetic average of the VWAPs of each stock based on prices provided by Bloomberg, and such determination will be final.

Q: Where can I find the daily VWAP of AT&T common stock and Discovery Series A common stock during the Exchange Offer period?

A: AT&T will maintain a website at https://www.dfking.com/warnermediadistribution that provides the daily VWAP of both AT&T common stock and Discovery Series A common stock, together with indicative exchange

ratios, which will be made available commencing at the end of the third trading day of the Exchange Offer and until the first Valuation Date. On the first two Valuation Dates, when the values of AT&T common stock and Discovery Series A common stock are calculated for the purposes of the Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values calculated by AT&T, which will equal: (1) on the first Valuation Date, the daily VWAP of AT&T common stock and the Discovery Series A common stock for that day; and (2) on the second Valuation Date, the simple arithmetic average of the daily VWAPs of AT&T common stock and Discovery Series A common stock for the first and second Valuation Dates. The website will not provide an indicative exchange ratio on the third Valuation Date. The final exchange ratio (as well as whether the upper limit on the number of shares that can be received for each share of AT&T common stock tendered will be in effect) will be announced by press release and be available on the website, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ). AT&T will determine the simple arithmetic average of the VWAPs based on data provided by Bloomberg, and such determinations will be final.

Q: Why is the calculated per-share value for Spinco common stock based on the trading prices for Discovery Series A common stock?

A: There is currently no trading market for Spinco common stock. AT&T believes, however, that the trading prices for Discovery Series A common stock are an appropriate proxy for the trading prices of Spinco common stock because (1) in the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock such that immediately after the Merger, such holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration,” (2) prior to the completion of the Exchange Offer, Spinco will issue to AT&T a number of shares of Spinco common stock such that the number of shares of Spinco common stock issued and outstanding at the time of the Distribution is equal to the number of shares to be issued in the Share Issuance such that the exchange ratio in the Merger (the “Merger exchange ratio”) is equal to approximately one and, as a result, each share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will be converted into approximately one share of WBD common stock in the Merger, and (3) at the Valuation Dates, it is expected that all the major conditions to the completion of the Merger will have been satisfied or, if permitted by the Merger Agreement, waived (except for those conditions that by their nature are satisfied at Closing), and the Merger will be expected to be completed shortly, such that investors should be expected to be valuing WBD common stock based on the expected value of such WBD common stock immediately after the completion of the Transactions. There can be no assurance, however, that WBD common stock after the Transactions will trade on the same basis as Discovery Series A common stock trades prior to the completion of the Transactions. See “Risk Factors—Risks Related to the Exchange Offer—The trading prices of Discovery Series A common stock may not be an appropriate proxy for the prices of Spinco common stock.”

Q: How and when will I know the final exchange ratio and whether the upper limit is in effect?

A: AT&T will announce the final exchange ratio used to determine the number of shares that can be received for each share of AT&T common stock accepted in the Exchange Offer by press release, and it will be available on the website maintained at https://www.dfking.com/warnermediadistribution, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be )

immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated. At such time, the final exchange ratio will also be available from the information agent at the toll-free number provided on the back cover of this prospectus. AT&T will also announce at that time whether the upper limit on the number of shares that can be received for each share of AT&T common stock tendered will be in effect. If the Exchange Offer is extended, the final exchange ratio will be available at the end of the second trading day immediately preceding the expiration date of the Exchange Offer as so extended. Therefore, the timing of such announcement will provide each holder of AT&T common stock with two full business days after knowing the final exchange ratio and whether the upper limit is in effect during which to decide whether to tender or withdraw their shares in the Exchange Offer.

Q: Will indicative exchange ratios be provided during the Exchange Offer period?

A: Yes. Prior to the Valuation Dates and commencing at the end of the third trading day of the Exchange Offer, indicative exchange ratios will be available by contacting the information agent at the toll-free number provided on the back cover of this prospectus and at https://www.dfking.com/warnermediadistribution, calculated as though that day were the last of the three Valuation Dates for the Exchange Offer. The indicative exchange ratio will also reflect whether the upper limit on the exchange ratio, described above, would have been in effect. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be calculated based on the simple arithmetic average of the daily VWAPs of AT&T common stock and Discovery Series A common stock for that day and the two immediately preceding trading days. On the first two Valuation Dates, when the values of AT&T common stock and Discovery Series A common stock are calculated for the purposes of the Exchange Offer, the website will show the indicative exchange ratios based on indicative calculated per-share values calculated by AT&T, which will equal: (1) on the first Valuation Date, the daily VWAP of AT&T common stock and the Discovery Series A common stock for that day; and (2) on the second Valuation Date, the simple arithmetic mean of the daily VWAPs of AT&T common stock and Discovery Series A common stock for the first and second Valuation Dates. The website will not provide an indicative exchange ratio on the third Valuation Date. The final exchange ratio (as well as whether the upper limit on the number of shares that can be received for each share of AT&T common stock tendered will be in effect) will be announced by press release and be available on the website, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ).

In addition, for purposes of illustration, a table that indicates the number of shares of Spinco common stock that you would receive per share of AT&T common stock, calculated on the basis described above and taking into account the upper limit, assuming a range of averages of the daily VWAP of AT&T common stock and Discovery Series A common stock on the Valuation Dates, is provided under “The Exchange Offer—Terms of the Exchange Offer.”

Q: What if AT&T common stock or Discovery Series A common stock does not trade on any of the Valuation Dates?

A: If a market disruption event, as defined on page 119 of this prospectus, occurs with respect to AT&T common stock or Discovery Series A common stock on any of the Valuation Dates, the calculated per-share value of AT&T common stock or per-share value of Spinco common stock, as applicable, on such date will be determined using the daily VWAP of shares of AT&T common stock and shares of Discovery Series A common stock on the preceding full trading day or days, as the case may be, on which no market disruption event occurred with respect to either AT&T common stock and Discovery Series A common stock. If, however, a market disruption event occurs, AT&T may terminate or extend the Exchange Offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the Exchange Offer to AT&T. If AT&T decides to extend the Exchange Offer period following a market disruption event, the Valuation Dates will be reset, as with any extension of the Exchange Offer, to the period of three consecutive trading days ending on and including the second trading day preceding the expiration date, as may be extended. Therefore, the timing of such

announcement will provide each holder of AT&T common stock with two full business days after knowing the final exchange ratio and whether the upper limit is in effect during which to decide whether to tender or withdraw their shares in the Exchange Offer. For specific information as to what would constitute a market disruption event, see “The Exchange Offer—Conditions to Completion of the Exchange Offer.”

Q: Are there circumstances under which I would receive fewer shares of Spinco common stock than I would have received if the exchange ratio were determined using the closing prices of AT&T common stock and Discovery Series A common stock on the expiration date of the Exchange Offer?

A: Yes. The exchange ratio is calculated based on an average of the daily VWAP of shares of AT&T common stock and shares of Discovery Series A common stock on the Valuation Dates and not using the closing prices of AT&T common stock and Discovery Series A common stock on the expiration date of the Exchange Offer, such that you could receive fewer shares of Spinco common stock than you would have received if the exchange ratio were determined using the closing prices of AT&T common stock and Discovery Series A common stock on the expiration date of the Exchange Offer. For example, if the trading price of AT&T common stock were to increase during the last two full trading days of the Exchange Offer, the average AT&T stock price used to calculate the exchange ratio would likely be lower than the closing price of shares of AT&T common stock on the expiration date of the Exchange Offer. As a result, you would receive fewer shares of Spinco common stock, and therefore effectively fewer shares of WBD common stock, for each $100 of shares of AT&T common stock than you would have if the AT&T stock price were calculated on the basis of the closing price of shares of AT&T common stock on the expiration date of the Exchange Offer or on the basis of an averaging period that includes the last two full trading days prior to the expiration of the Exchange Offer period. Similarly, if the trading price of Discovery Series A common stock were to decrease during the last two full trading days prior to the expiration of the Exchange Offer period, the average Discovery stock price used to calculate the exchange ratio would likely be higher than the closing price of Discovery Series A common stock on the last full trading day prior to the expiration date. This could also result in your receiving fewer shares of Spinco common stock, and therefore effectively fewer shares of WBD common stock, for each $100 of AT&T common stock than you would otherwise receive if the Discovery Series A common stock price were calculated on the basis of the closing price of Discovery Series A common stock on the last full trading day prior to the expiration date or on the basis of an averaging period that included the last two full trading days prior to the expiration of the Exchange Offer period. See “The Exchange Offer—Terms of the Exchange Offer.”

Q: Will fractional shares of WBD common stock be distributed?

A: No fractional shares will be issued in the Merger, as described in this prospectus. The Exchange Offer Agent will hold shares of Spinco common stock in trust for the holders of AT&T common stock who validly tendered their shares in the Exchange Offer or are entitled to receive shares in a potential Clean-Up Spin-Off. Immediately following the completion of the Exchange Offer and a potential Clean-Up Spin-Off, and by means of the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive an equal number of shares of WBD common stock (because, prior to the completion of the Exchange Offer, Spinco will issue to AT&T a number of shares of Spinco common stock such that the number of shares of Spinco common stock issued and outstanding at the time of the Distribution is equal to the number of shares to be issued in the Share Issuance and the Merger exchange ratio is equal to approximately one). In the Merger, no fractional shares of WBD common stock will be delivered to holders of Spinco common stock. All fractional shares of WBD common stock that a holder of Spinco common stock would otherwise be entitled to receive as a result of the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock pursuant to the Merger, in the open market. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and conveyance and similar taxes, on a pro rata basis, without interest,

as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock in the Merger. See “The Exchange Offer—Terms of the Exchange Offer.”

Q: What is the aggregate number of shares of Spinco common stock being offered in the Exchange Offer?

A: In the Exchange Offer, AT&T is offering to exchange all of the shares of Spinco common stock held by it. In addition, Spinco will issue to AT&T a number of shares of Spinco common stock such that the number of shares of Spinco common stock issued and outstanding at the time of the Distribution is equal to the number of shares to be issued in the Share Issuance and the Merger exchange ratio is equal to approximately one. AT&T currently expects that approximately million shares of Spinco common stock will be available in the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer.”

Q: What happens if not enough shares of AT&T common stock are tendered to allow AT&T to exchange all of the shares of Spinco common stock that AT&T holds?

A: If the Exchange Offer is completed but fewer than all of the shares of Spinco common stock being offered in the Exchange Offer are exchanged because the Exchange Offer is not fully subscribed, the remaining shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis in a Clean-Up Spin-Off to the holders of AT&T common stock on the Distribution record date, other than in respect of any shares of AT&T common stock tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. See “The Exchange Offer—Distribution of Spinco Common Stock Remaining After the Exchange Offer.”

Q: What happens if AT&T declares a quarterly dividend during the Exchange Offer?

A: If AT&T declares a quarterly dividend and the record date for that dividend occurs during the Exchange Offer period, you will be eligible to receive that dividend if you continue to own your shares of AT&T common stock as of that record date.

Q: Will tendering my shares affect my ability to receive the AT&T quarterly dividend?

A: No. If a dividend is declared by AT&T with a record date before the completion of the Exchange Offer, you will be entitled to that dividend even if you tendered your shares of AT&T common stock. Tendering your shares of AT&T common stock in the Exchange Offer is not a sale or transfer of those shares until they are accepted for exchange upon completion of the Exchange Offer.

Q: Will all shares of AT&T common stock that I tender be accepted in the Exchange Offer?

A: Not necessarily. Depending on the number of shares of AT&T common stock validly tendered in the Exchange Offer and not properly withdrawn, the calculated per-share value of AT&T common stock and the per-share value of Spinco common stock determined as described above, AT&T may have to limit the number of shares of AT&T common stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “The Exchange Offer—Terms of the Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock.”

An exception to proration can apply to stockholders (other than participants in the AT&T Shares Fund of the 401(k) plans sponsored by AT&T Inc. (collectively referred to herein as the “AT&T 401(k) Plans”)) who

beneficially own “odd-lots,” that is, fewer than 100 shares of AT&T common stock. Such beneficial holders of AT&T common stock who validly tender all of their shares will not be subject to proration. For instance, if you directly or beneficially own 50 shares of AT&T common stock and tender all 50 shares, your odd-lot will not be subject to proration. If, however, you hold less than 100 shares of AT&T common stock, but do not tender all of your shares, you will be subject to proration to the same extent as holders of more than 100 shares if the Exchange Offer is oversubscribed. Direct or beneficial holders of 100 or more shares of AT&T common stock will be subject to proration.

Proration for each tendering stockholder subject to proration will be based on (1) the proportion that the total number of shares of AT&T common stock to be accepted, except for tenders of odd-lots, as described above, bears to the total number of shares of AT&T common stock validly tendered and not properly withdrawn, except for tenders of odd-lots, as described above, and (2) the number of shares of AT&T common stock validly tendered and not properly withdrawn by such stockholder (and not on such stockholder’s aggregate ownership of shares of AT&T common stock). Any shares of AT&T common stock not accepted for exchange as a result of proration will be returned to tendering stockholders promptly after the final proration factor is determined.

AT&T will announce its final determination of the extent to which tenders will be prorated by press release promptly after this determination is made.

Q: Will I be able to sell my shares of Spinco common stock after the Exchange Offer is completed?

A: No. There currently is no trading market for Spinco common stock and no such trading market will be established in the future. The Exchange Offer Agent will hold all issued and outstanding shares of Spinco common stock in trust until the shares of Spinco common stock are converted into the right to receive shares of WBD common stock in the Merger. Participants in the Exchange Offer will not receive such shares of Spinco common stock but will receive the shares of WBD common stock issuable in the Merger, which can be sold in accordance with applicable securities laws. See “The Exchange Offer—Distribution of Spinco Common Stock Remaining After the Exchange Offer.”

Q: How many shares of AT&T common stock will AT&T accept if the Exchange Offer is completed?

A: The number of shares of AT&T common stock that will be accepted for exchange in the Exchange Offer if the Exchange Offer is completed will depend on the final exchange ratio, the number of shares of Spinco common stock offered (which will be based upon the number of shares issued in the Share Issuance) and the number of shares of AT&T common stock validly tendered and accepted in the Exchange Offer. AT&T currently expects that approximately million shares of Spinco common stock will be available in the Exchange Offer (based on an equal number of shares of WBD common stock being issued by Discovery in the Share Issuance). Assuming that AT&T offers approximately million shares of Spinco common stock and that the Exchange Offer is fully subscribed, the largest possible number of shares of AT&T common stock that will be accepted for exchange in the Exchange Offer would be approximately million divided by the final exchange ratio. For example, assuming that the final exchange ratio is (the current indicative exchange ratio based on the daily VWAPs of AT&T common stock and Discovery Series A common stock on , and and assuming approximately million shares of Spinco common stock are offered in the Exchange Offer), then AT&T would accept for exchange up to a total of approximately million shares of AT&T common stock.

Q: Are there any conditions to AT&T’s obligation to complete the Exchange Offer?

A: Yes. The Exchange Offer is subject to various conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer.” If any of these conditions are not satisfied or are not waived prior to the expiration of the Exchange Offer, AT&T will not be required to accept shares for exchange and may

extend or terminate the Exchange Offer. If the Exchange Offer is terminated by AT&T without the exchange of shares, but the conditions to completion of the Transactions have otherwise been satisfied, all shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis to holders of AT&T common stock, with a Distribution record date to be announced by AT&T.

AT&T may waive any of the conditions to the Exchange Offer prior to the expiration of the Exchange Offer. For a description of the material conditions precedent to the Exchange Offer, including satisfaction or waiver of the conditions to the Transactions, the receipt of Discovery stockholder approval of the Share Issuance and other conditions, see “The Exchange Offer—Conditions to Completion of the Exchange Offer.” Spinco has no right to waive any of the conditions to the Exchange Offer. Discovery has no right to waive any of the conditions to the Exchange Offer (other than certain conditions relating to the other Transactions contemplated hereby).

Q: When does the Exchange Offer expire?

A: The period during which you are permitted to tender your shares of AT&T common stock in the Exchange Offer will expire at one minute after 11:59 p.m., New York City time, on , unless AT&T extends the Exchange Offer (subject to certain limitations on AT&T’s ability to extend). See “The Exchange Offer—Terms of the Exchange Offer—Extension; Termination; Amendment.”

Q: Can the Exchange Offer be extended and under what circumstances?

A: Yes. AT&T can, subject to the terms and conditions of the Separation Agreement, extend the Exchange Offer, in its sole discretion, at any time and from time to time. For instance, the Exchange Offer may be extended if any of the conditions for completion of the Exchange Offer listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer” are not satisfied or are not waived prior to the expiration of the Exchange Offer. In case of an extension of the Exchange Offer, AT&T will publicly announce the extension at and separately by press release no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. If the Exchange Offer is extended, the Valuation Dates will reset to the period of three consecutive trading days ending on and including the second trading day preceding the revised expiration date, as may be extended.

AT&T’s right to extend the Exchange Offer is subject to the terms and conditions of the Separation Agreement. The Separation Agreement provides that the terms and conditions of the Exchange Offer must comply with the terms of the Merger Agreement and all applicable securities law requirements. See “The Separation Agreement—The Distribution.” The Separation Agreement also provides that, unless otherwise required by applicable law, the maximum number of days that the Exchange Offer may be extended following satisfaction of the conditions to the Closing set forth in Article IX of the Merger Agreement (other than completion of the Transactions contemplated by the Separation Agreement and satisfaction of those conditions to be satisfied as of the Closing Date, provided that such conditions are capable of being satisfied at such date) shall be the earlier of (1) 20 business days or (2) the latest date that would permit the Distribution to occur prior to the Outside Date (as defined in the Merger Agreement) in compliance with all applicable laws.

Q: How do I participate in the Exchange Offer?

A: The procedures you must follow to participate in the Exchange Offer will depend on whether you hold your shares of AT&T common stock through a bank or trust company or broker, as a participant in the AT&T Shares Fund of the AT&T 401(k) Plans, or if your shares of AT&T common stock are registered in your name in AT&T’s direct register of shares (the “DRS”). For specific instructions about how to participate, see “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering.”

Q: What if I participate in the AT&T Shares Fund of the AT&T 401(k) Plans?

A: If your account in the AT&T 401(k) Plans includes units in the AT&T Shares Fund as of , you can instruct The Bank of New York Mellon, the trustee of the AT&T 401(k) Plans (the “Trustee”) to either keep your AT&T Shares Fund account invested in shares of AT&T common stock or exchange some or all of your units in the AT&T Shares Fund for units in a Spinco common stock investment fund, pursuant to the Exchange Offer (which will automatically convert into the right to receive units in a WBD common stock fund in the Merger). You will receive instructions from the Trustee via letter or email informing you how to provide instructions to the Trustee and the deadline for providing those instructions. If you do not provide instructions to the Trustee prior to the applicable deadline, none of your units in the AT&T Shares Fund in the AT&T 401(k) Plans will be exchanged for an interest in a Spinco common stock investment fund pursuant to the Exchange Offer.

For specific instructions about how to tender the shares of AT&T common stock attributable to your account, see “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering.”

If you do not provide instructions to the Trustee to exchange some or all of your units in the AT&T Shares Fund in the AT&T 401(k) Plans for units in a Spinco common stock investment fund, your account in the AT&T 401(k) Plans may still receive units in a Spinco common stock investment fund in a Clean-Up Spin-Off, if applicable, in respect of AT&T Shares Fund units attributable to your account in the AT&T 401(k) Plans. AT&T is unable to predict how many units in a Spinco common stock fund you would receive in a potential Clean-Up Spin-Off. Upon the Closing, any units in a Spinco common stock investment fund attributable to your account in the AT&T 401(k) Plans would be converted into units in a WBD common stock investment fund in the AT&T 401(k) Plans.

After the Closing, AT&T and/or the plan fiduciary responsible for evaluating the propriety of investment options under the AT&T 401(k) Plans may conclude that the AT&T 401(k) Plans will no longer maintain a WBD common stock investment fund, in which case the WBD common stock investment fund would be liquidated and the proceeds reallocated to one or more of the other investment options within the AT&T 401(k) Plans based on your election or to the AT&T 401(k) Plans’ qualified default investment alternative (if one is available).

Q: How do I tender my shares of AT&T common stock after the final exchange ratio has been determined?

A: AT&T will announce the final exchange ratio used to determine the number of shares of Spinco common stock that can be received for each share of AT&T common stock accepted in the Exchange Offer by press release, and it will be available on the website maintained at https://www.dfking.com/warnermediadistribution, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated. If the Exchange Offer is extended, the final exchange ratio will be available at the end of the second trading day immediately preceding the expiration date of the Exchange Offer as so extended. The timing of such announcement will therefore provide each holder of AT&T common stock with two full business days after knowing the final exchange ratio during which to decide whether to tender or withdraw their shares in the Exchange Offer. If you wish to tender shares of AT&T common stock pursuant to the Exchange Offer but (1) the procedure for book-entry transfer cannot be completed on a timely basis or (2) time will not permit all required documents to reach the Exchange Offer Agent on or before the expiration date of the Exchange Offer, you may still tender your shares of AT&T common stock by complying with the guaranteed delivery procedures described in “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.” If you hold shares of AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must tender your shares on your behalf. If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution and do not intend to tender your shares by means of delivering a notice of guaranteed delivery, consult with such institution on the procedures that must be complied with and the time by which such procedures must be completed in order for that institution to tender on your behalf prior to one minute after 11:59 p.m., New York City time, on the expiration date.

If your shares of AT&T common stock are held through an institution and you wish to tender your AT&T common stock after The Depository Trust Company has closed, the institution must deliver a notice of guaranteed delivery to the Exchange Offer Agent via email prior to one minute after 11:59 p.m., New York City time, on the expiration date.

Q: Can I tender only a portion of my shares of AT&T common stock in the Exchange Offer?

A: Yes. You may tender all, some or none of your shares of AT&T common stock.

Q: What do I do if I want to retain all of my shares of AT&T common stock?

A: If you want to retain all of your shares of AT&T common stock, you do not need to take any action.

Q: Can I change my mind after I tender my shares of AT&T common stock and before the Exchange Offer expires?

A: Yes. You may withdraw your tendered shares at any time before the Exchange Offer expires. See “The Exchange Offer—Terms of the Exchange Offer—Withdrawal Rights.” If you change your mind again, you can re-tender your shares of AT&T common stock by following the tender procedures again prior to the expiration of the Exchange Offer.

If you hold units in the AT&T Shares Fund of the AT&T 401(k) Plans, you may withdraw your instructions to tender shares and, if you change your mind again, provide new instructions to re-tender AT&T common stock attributable to units you hold in the AT&T Shares Fund. However, different deadlines for providing instructions regarding tendering and withdrawing may apply to shares held in the AT&T 401(k) Plans. If you participate in the AT&T 401(k) Plans, you will receive instructions from the Trustee, The Bank of New York Mellon, via letter or email informing you how to provide instructions and the deadlines for making and withdrawing your instructions.

Q: Will I be able to withdraw the shares of AT&T common stock that I tender after the final exchange ratio has been determined?

A: Yes. The final exchange ratio used to determine the number of shares of Spinco common stock that you will receive for each share of AT&T common stock accepted in the Exchange Offer will be announced by press release and be available on the website maintained at https://www.dfking.com/warnermediadistribution, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated. AT&T will also announce at that time whether the upper limit on the number of shares of Spinco common stock that can be received for each share of AT&T common stock tendered and accepted in the Exchange Offer is in effect. If the Exchange Offer is extended, the final exchange ratio will be available at the end of the second trading day immediately preceding the expiration date of the Exchange Offer as so extended. The timing of such announcement will therefore provide each holder of AT&T common stock with two full business days after knowing the final exchange ratio and whether the upper limit is in effect during which to decide whether to tender or withdraw their shares in the Exchange Offer. Subject to any extension or termination, you have the right to withdraw shares of AT&T common stock you have tendered at any time prior to one minute after 11:59 p.m., New York City time, on the expiration date, which is . In addition, shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn after (i.e., after the expiration of 40 business days from the commencement of the Exchange Offer) if AT&T does not accept your shares of AT&T common stock pursuant to the Exchange Offer by such date. See “The Exchange Offer—Terms of the Exchange Offer.”

Q: How do I withdraw my tendered AT&T common stock after the final exchange ratio has been determined?

A: If you are a registered holder of AT&T common stock holding shares through the DRS and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal or an email transmission notice of withdrawal to the Exchange Offer Agent prior to one minute after 11:59 p.m., New York City time, on the expiration date. In addition, shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn after (i.e., after the expiration of 40 business days from the commencement of the Exchange Offer) if AT&T does not accept your shares of AT&T common stock pursuant to the Exchange Offer by such date. The information that must be included in that notice is specified under “The Exchange Offer—Terms of the Exchange Offer—Withdrawal Rights.”

If you hold your shares through a broker, dealer, commercial bank, trust company or similar institution, you should consult that institution on the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written notice of withdrawal or an email transmission notice of withdrawal to the Exchange Offer Agent on your behalf prior to one minute after 11:59 p.m., New York City time, on the expiration date. In addition, shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn after (i.e., after the expiration of 40 business days from the commencement of the Exchange Offer) if AT&T does not accept your shares of AT&T common stock pursuant to the Exchange Offer by such date. If you hold your shares through such an institution, that institution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registered holder of AT&T common stock, you will not be able to provide a notice of withdrawal for such shares directly to the Exchange Offer Agent.

If your shares of AT&T common stock are held through an institution and you wish to withdraw your shares of AT&T common stock after The Depository Trust Company has closed, the institution must deliver a written notice of withdrawal or an email transmission notice of withdrawal to the Exchange Offer Agent prior to one minute after 11:59 p.m., New York City time, on the expiration date, in the form of The Depository Trust Company’s notice of withdrawal, and you must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with The Depository Trust Company’s procedures. In addition, shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn after (i.e., after the expiration of 40 business days from the commencement of the Exchange Offer) if AT&T does not accept your shares of AT&T common stock pursuant to the Exchange Offer by such date. See “The Exchange Offer—Terms of the Exchange Offer—Withdrawal Rights—Withdrawing Your Shares After the Final Exchange Ratio Has Been Determined.”

Q: Are there any material differences between the rights of holders of AT&T common stock and WBD common stock?

A: Yes. Although both AT&T and Discovery (to be renamed Warner Bros. Discovery, Inc. in connection with the completion of the Transactions) are Delaware corporations, each is subject to different organizational documents. Holders of AT&T common stock, whose rights are currently governed by AT&T’s organizational documents and Delaware law, will, with respect to the shares validly tendered and exchanged immediately following the Exchange Offer (and with respect to those shares they may receive in a potential Clean-Up Spin-Off, which are received by AT&T stockholders without the exchange of any of their shares in the Exchange Offer), become stockholders of WBD and their rights will be governed by WBD’s organizational documents and Delaware law. The material differences between the rights associated with AT&T common stock and WBD common stock that may affect holders of AT&T common stock whose shares are accepted for exchange for shares of Spinco common stock in the Exchange Offer (or who may receive shares of Spinco common stock in a potential Clean-Up Spin-Off) and who will obtain shares of WBD common stock in the Merger relate to, among other things, WBD’s classified board structure and supermajority voting requirements until the election of directors at WBD’s third annual meeting of stockholders following the completion of the Merger and the lack of stockholder rights to call a special meeting. For a further discussion of the material differences between the rights of holders of AT&T common stock and WBD common stock, see “Comparison of Stockholders’ Rights.”

Q: Are there any appraisal rights for holders of AT&T common stock?

A: No. There are no appraisal rights available to holders of AT&T common stock in connection with the Exchange Offer or any pro rata distribution of shares of Spinco common stock.

Q: What will AT&T do with the shares of AT&T common stock that are tendered, and what is the impact of the Exchange Offer on AT&T’s share count?

A: The shares of AT&T common stock that are tendered in the Exchange Offer will be held as treasury stock by AT&T unless and until retired or used for other purposes. Any shares of AT&T common stock acquired by AT&T in the Exchange Offer will reduce the total number of shares of AT&T common stock outstanding, although AT&T’s actual number of shares outstanding on a given date reflects a variety of factors such as option exercises and release of shares upon vesting of restricted stock units.

Q: What will happen to the remaining shares of Spinco common stock owned by AT&T in a potential Clean-Up Spin-Off following the completion of the Exchange Offer?

A: In the event that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being subscribed for in the Exchange Offer (i.e., the Exchange Offer is not fully subscribed), then AT&T would distribute any remaining shares of Spinco common stock on a pro rata basis in a Clean-Up Spin-Off to AT&T stockholders as of the Distribution record date, other than in respect of any shares of AT&T common stock tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer would waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. Upon the completion of the Exchange Offer and a potential Clean-Up Spin-Off, prior to the effective time of the Merger, AT&T would deliver to the Exchange Offer Agent, and the Exchange Offer Agent would hold, for the account of the relevant AT&T stockholders, a book-entry authorization representing all of the shares of Spinco common stock owned by AT&T, pending the completion of the Merger. Prior to or at the effective time of the Merger, Discovery would deposit with the Exchange Agent evidence in book-entry form representing the shares of WBD common stock issuable in the Merger. Such shares of WBD common stock would be delivered promptly following the effectiveness of the Merger, pursuant to the procedures determined by the Exchange Offer Agent and the Exchange Agent. See “The Exchange Offer—Terms of the Exchange Offer—Exchange of Shares of AT&T Common Stock.” If the Exchange Offer is terminated by AT&T without the exchange of shares, but the conditions to completion of the Transactions have otherwise been satisfied, all shares of Spinco common stock owned by AT&T will be distributed on a pro rata basis to holders of AT&T common stock, with a Distribution record date to be announced by AT&T. Such distributed shares of Spinco common stock would automatically convert into the right to receive shares of WBD common stock in the Merger.

Q: If I tender some or all of my shares of AT&T common stock in the Exchange Offer, will I receive any shares of Spinco common stock in a potential Clean-Up Spin-Off?

A: AT&T stockholders who validly tender (and do not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer waive their rights to receive (but solely with respect to such shares accepted in the Exchange Offer), and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. However, in the event any tendered shares are not accepted in the Exchange Offer for any reason, or you do not tender all of your shares of AT&T common stock, such shares will be entitled to receive shares of Spinco common stock in a Clean-Up Spin-Off.

Q: If I do not tender any of my shares of AT&T common stock in the Exchange Offer, will I receive any shares of Spinco common stock in a potential Clean-Up Spin-Off?

A: Yes. In the event that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being subscribed for in the Exchange Offer (i.e., the Exchange Offer will not be fully subscribed), then AT&T will distribute any remaining shares of Spinco common stock on a pro rata basis to AT&T stockholders as of the Distribution record date, other than in respect of any shares of AT&T common stock tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer would waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. AT&T is unable to predict whether a Clean-Up Spin-Off will be necessary or, if a Clean-Up Spin-Off is completed, the number shares of Spinco common stock that would be distributed in a Clean-Up Spin-Off as this will depend on the number of shares of AT&T common stock tendered by AT&T stockholders in the Exchange Offer and the final exchange ratio. AT&T is therefore unable to predict, and cannot guarantee, how many shares of Spinco common stock (if any) would be distributed in a Clean-Up Spin-Off and how many shares of Spinco common stock would be received per share of AT&T common stock in a Clean-Up Spin-Off. Holders of AT&T common stock that do not tender any shares of AT&T common stock in the Exchange Offer will only receive such number of shares of Spinco common stock (and, following the Merger, shares of WBD common stock in respect thereof) that are remaining after the completion of the Exchange Offer and distributed on a pro rata basis. There is no guarantee that AT&T will be required to conduct a Clean-Up Spin-Off.

Q: If I do not tender any of my shares of AT&T common stock in the Exchange Offer, but I want to receive shares of Spinco common stock in a potential Clean-Up Spin-Off, am I required to do anything?

A: No. AT&T stockholders are not required to take any action in connection with a potential Clean-Up Spin-Off or the Merger, and no action by AT&T stockholders is required to participate in these Transactions and to receive the shares of Spinco common stock that would be distributed on a pro rata basis in the event of a Clean-Up Spin-Off and automatically convert in the Merger into the right to receive shares of WBD common stock (calculated as further described in “The Transactions—Calculation of the Merger Consideration”). AT&T is unable to predict whether a Clean-Up Spin-Off will be necessary or, if a Clean-Up Spin-Off is completed, the number of shares of Spinco common stock that would be distributed in a potential Clean-Up Spin-Off as this will depend on the number of shares of AT&T common stock tendered by AT&T stockholders in the Exchange Offer and the final exchange ratio. AT&T is therefore unable to predict, and cannot guarantee, how many shares of Spinco common stock, if any, would be distributed in a Clean-Up Spin-Off and how many shares of Spinco common stock would be received per share of AT&T common stock in a Clean-Up Spin-Off. Holders of AT&T common stock that do not tender any shares of AT&T common stock in the Exchange Offer will only receive such number of shares of Spinco common stock (and, following the Merger, shares of WBD common stock in respect thereof) that are remaining after the completion of the Exchange Offer and distributed on a pro rata basis. If the Exchange Offer were oversubscribed, you would not receive any shares of Spinco common stock unless you participated in the Exchange Offer. Shares of Spinco common stock will only be distributed in a Clean-Up Spin-Off if there are shares of Spinco common stock remaining after the Exchange Offer. AT&T stockholders should carefully read this prospectus, which contains important information about the Transactions, AT&T, Discovery and Spinco. In addition, should you want to participate in the Exchange Offer to exchange your shares of AT&T common stock for shares of Spinco common stock, you would need to take the actions described above and in “The Exchange Offer.”

IF YOU DO NOT ELECT TO PARTICIPATE IN THE EXCHANGE OFFER AND ONLY WISH TO RECEIVE SHARES OF SPINCO COMMON STOCK IN A POTENTIAL CLEAN-UP SPIN-OFF, YOU WILL NOT BE REQUIRED TO SURRENDER YOUR SHARES OF AT&T COMMON STOCK IN SUCH CLEAN-UP SPIN-OFF OR THE MERGER, AND SUCH CLEAN-UP SPIN-OFF AND THE MERGER WILL NOT RESULT IN ANY CHANGE IN YOUR OWNERSHIP OF AT&T COMMON STOCK. AT&T IS UNABLE TO PREDICT HOW MANY, IF ANY, SHARES OF SPINCO COMMON STOCK WOULD BE DISTRIBUTED IN A CLEAN-UP SPIN-OFF.

Q: Why has AT&T decided to separate the WarnerMedia Business from AT&T and combine it with Discovery through a Reverse Morris Trust-type transaction?

A: AT&T has decided to pursue a combination of the WarnerMedia Business with Discovery to create a global leader in the entertainment industry and a stronger global competitor in streaming and digital entertainment with a combined portfolio of brands and content in the premium entertainment, sports, news, nonfiction entertainment and international entertainment spaces. The synergies associated with a combination of Discovery and the WarnerMedia Business are expected to lead to increased investment in content and digital innovation and scale the WarnerMedia Business’s global DTC business. Executing this combination through a Reverse Morris Trust-type transaction is expected to be tax-efficient to AT&T and its stockholders.

Q: Why has AT&T decided to separate Spinco from AT&T through the Exchange Offer?

A: AT&T believes that distribution of the shares of Spinco common stock that it holds to AT&T stockholders by way of the Exchange Offer, rather than distributing all of the shares of Spinco common stock in a pro rata distribution, is a tax-efficient way to divest its interest in Spinco while allowing AT&T stockholders an opportunity to adjust their current investment between AT&T and the post-Merger WBD. In addition, if the number of shares of AT&T common stock that have been tendered and accepted in the Exchange Offer results in fewer than all shares of Spinco common stock being exchanged, then such remaining shares of Spinco common stock will be distributed in a Clean-Up Spin-Off. If the Exchange Offer is not fully subscribed such that some portion of shares of Spinco common stock would be distributed in a Clean-Up Spin-Off, AT&T is unable to predict how many shares would be distributed in such a Clean-Up Spin-Off.

Q: Will AT&T stockholders who sell their shares of AT&T common stock shortly before the completion of the Distribution and Merger still be entitled to receive shares of WBD common stock with respect to the shares of AT&T common stock that were sold?

A: No. Unless the Exchange Offer is terminated by AT&T prior to the expiration date, shares of Spinco common stock (and, ultimately, shares of WBD common stock) will only be received by AT&T stockholders that either (1) validly tender (and do not properly withdraw) their shares in the Exchange Offer or (2) are stockholders of AT&T as of the Distribution record date in the event of a Clean-Up Spin-Off, which will be announced by AT&T, if necessary. As such, AT&T stockholders who sell their shares prior to the completion of the Distribution (such that they cannot tender them or do not hold them on the Distribution record date) will not receive any shares of Spinco common stock in the Distribution or shares of WBD common stock in the Merger. In addition, any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. To the extent AT&T terminates the Exchange Offer and determines to distribute the shares of Spinco common stock entirely by a pro rata distribution, AT&T will announce in advance any Distribution record date with respect to such distribution.

Q: Will holders of AT&T stock options, restricted stock units or restricted stock awards have the opportunity to exchange their AT&T stock options, restricted stock units or restricted stock awards for WBD common stock in the Exchange Offer?

A: No, neither holders of vested or unvested stock options nor holders of restricted stock units or restricted stock awards (including performance-based awards and time-based awards) can tender the shares of AT&T common stock underlying such awards in the Exchange Offer. However, holders of vested and unexercised AT&T stock options can exercise their vested stock options in accordance with the terms of the agreements under which the options were issued and tender in the Exchange Offer the shares of AT&T common stock received upon exercise. The exercise of an AT&T stock option cannot be revoked for any reason, including if the Exchange Offer is terminated for any reason or if shares of AT&T common stock received upon exercise are tendered and not accepted for exchange in the Exchange Offer. Additionally, if you hold shares of AT&T common stock as a result of the vesting and settlement of restricted stock units, these shares can be tendered in the Exchange Offer.

If you are a holder of vested and unexercised AT&T stock options and wish to exercise such stock options and tender in the Exchange Offer shares of AT&T common stock received upon exercise, you should be certain to initiate such exercise generally no later than 4:00 p.m., New York City time, on the eighth trading day prior to the expiration of the Exchange Offer, so that the shares of AT&T common stock are received in enough time to tender the shares in accordance with the instructions for tendering.

There are tax consequences associated with the exercise of a stock option, and individual tax circumstances may vary. You are urged to consult the prospectus provided to you in connection with your AT&T stock options and to consult your own tax advisor regarding the consequences to you of exercising your stock options. You are also urged to read carefully the discussion in “Material U.S. Federal Income Tax Consequences” and to consult your own tax advisor regarding the consequences to you of the Exchange Offer.

Q: How do the Transactions impact AT&T’s dividend policy?

A: Declarations of dividends on AT&T common stock are made at the discretion of the AT&T Board upon its determination that the declaration of dividends is in the best interest of AT&T stockholders. AT&T’s dividend policy considers the expectations and requirements of stockholders, capital funding requirements of AT&T and long-term growth opportunities. AT&T does not expect changes to its dividend policy prior to the Closing Date. After the Closing Date and subject to limitations under applicable law and AT&T Board approval, AT&T expects an annual dividend payout ratio of 40% to 43% on anticipated free cash flow of over $20 billion per year.

Q: What happens if I initiate a trade of shares of AT&T common stock on or prior to the Distribution record date of a potential Clean-Up Spin-Off that does not settle until after the Distribution record date? Will I be entitled to shares of Spinco common stock?

A: No. If you initiate a trade on or prior to the Distribution record date (currently expected to be ) which settles after the Distribution record date, you will also be trading your right to receive shares of Spinco common stock in a potential Clean-Up Spin-Off. It is further a requirement of the Exchange Offer that, in order to be valid, your tender must include all rights and entitlements (including any rights represented by a “due-bill”) for shares of Spinco common stock issuable in a potential Clean-Up Spin-Off.

Q: Whom should I contact if I have questions about the Exchange Offer materials or the procedures to tender?

A: If you have any questions about the Exchange Offer materials or need assistance with the procedures to tender shares, or if you need additional copies of the Exchange Offer materials, you should contact AT&T’s information agent:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

(800) 290-6427 (call toll-free)

(212) 269-5550 (banks and brokerage firms)

Email: att@dfking.com

If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must tender your shares on your behalf in accordance with your instructions and will be able to assist you in complying with this requirement. You can also contact the information agent with any questions as set forth above.

SUMMARY

The following summary contains certain information described in more detail elsewhere in this prospectus. It does not contain all the details concerning the Transactions, including information that may be important to you. To better understand the Transactions, please read carefully and in its entirety this prospectus, including the annexes hereto, and the documents incorporated by reference herein, as well as the registration statement of which this prospectus forms a part, including the exhibits to the registration statement. See “Where You Can Find More Information; Incorporation by Reference.”

Parties to the Transactions

Discovery, Inc.

Discovery is a global media company that provides content across multiple distribution platforms, including linear platforms such as pay-television (“pay-TV”), free-to-air and broadcast television, authenticated GO applications, digital distribution arrangements, content licensing arrangements and next generation direct-to-consumer (“DTC”) subscription products, including discovery+, the definitive real-life subscription service. As one of the world’s largest pay-TV programmers, as of December 31, 2020, Discovery provided original and purchased content and live events to approximately 3.7 billion cumulative subscribers and viewers worldwide through networks that it wholly or partially owns. Discovery distributes customized content in the United States and over 220 other countries and territories in nearly 50 languages. Discovery has an extensive library of content and owns most rights to its content and footage, which enables Discovery to leverage its library to quickly launch brands and services into new markets and on new platforms. Discovery’s content can be re-edited and updated in a cost-effective manner to provide topical versions of subject matter that can be utilized around the world on a variety of platforms.

Discovery Series A common stock, Discovery Series B common stock and Discovery Series C common stock are listed on Nasdaq under the symbols “DISCA,” “DISCB” and “DISCK,” respectively.

Discovery’s principal executive office is located at 230 Park Avenue South, New York, New York 10003 (telephone number: (212) 548-5555).

This prospectus incorporates important business and financial information about Discovery from other documents that are not included in or delivered with this prospectus. For a more detailed description of Discovery’s business and operations, see Discovery’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, each of which is incorporated by reference herein. See “Where You Can Find More Information; Incorporation by Reference.”

WBD’s Business after the Transactions

The combination of Discovery’s and the WarnerMedia Business’s robust portfolios of entertainment, kids, news and sports content is expected to position WBD as a stronger global competitor in streaming and digital entertainment with favorable prospects in the global DTC race, and improve the overall growth profile for WBD in the future. The Transactions bring together the complementary brands of Discovery and the WarnerMedia Business to the benefit of consumers. The Transactions will combine the WarnerMedia Business’s storied content library of popular and valuable intellectual property with Discovery’s global footprint, trove of local-language content and deep regional expertise across more than 220 countries and territories. Discovery expects this broad, worldwide portfolio of brands, coupled with its DTC potential and the attractiveness of the combined assets, to result in increased market penetration globally.

Drake Subsidiary, Inc.

Merger Sub was formed specifically for the purpose of completing the Merger. Merger Sub has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions.

Merger Sub’s principal executive office is located at 230 Park Avenue South, New York, New York 10003 (telephone number: (212) 548-5555).

AT&T Inc.

AT&T is a Delaware corporation formed in 1983 (formerly, SBC Communications Inc.) as one of several regional holding companies created to hold AT&T Corp.’s (“ATTC”) local telephone companies. On January 1, 1984, AT&T was spun off from ATTC pursuant to an antitrust consent decree, becoming an independent publicly traded telecommunications services provider. At formation, AT&T primarily operated in five southwestern states. Following its formation, AT&T has expanded its footprint and operations by acquiring various businesses. With approximately 180,000 employees worldwide (excluding employees of the WarnerMedia Business) as of October 1, 2021, AT&T is a leading provider of telecommunications, media and technology services globally.

AT&T’s principal executive offices are located at 208 S. Akard St., Dallas, Texas, 75202, and its telephone number is (210) 821-4105.

This prospectus incorporates important business and financial information about AT&T from other documents that are not included in or delivered with this prospectus. For a more detailed description of AT&T’s business, see AT&T’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 and Annual Report on Form 10-K for the year ended December 31, 2020, each as filed with the SEC, and Current Report on Form 8-K, as filed with the SEC on June 21, 2021 (which updates AT&T’s audited financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020), each of which is incorporated by reference herein. See “Where You Can Find More Information; Incorporation by Reference.”

Magallanes, Inc.

Spinco was formed specifically for the purpose of effecting the Separation. Spinco has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the Transactions. In connection with the Transactions, Spinco has entered into several arrangements which will provide financing to fund the Special Cash Payment, the Additional Amount and the other Transactions and to pay related transaction fees and expenses. For more information about financing of the Transactions, see “Debt Financing.”

Spinco is a holding company. In the Separation, AT&T will transfer the WarnerMedia Assets that are not already owned by members of the Spinco Group to members of the Spinco Group and members of the Spinco Group will assume the WarnerMedia Liabilities that are not already owed by or otherwise the responsibility of members of the Spinco Group, and AT&T will cause the members of the Spinco Group to transfer Excluded Assets (as defined herein) that are not already owned by members of the AT&T Group to members of the AT&T Group and the AT&T Group will assume the Excluded Liabilities (as defined herein) that are not already owed by or otherwise the responsibility of members of the AT&T Group. Thereafter, AT&T will transfer all of the equity interests in each member of the Spinco Group (i.e., such subsidiary of AT&T holding assets and liabilities constituting a portion of the WarnerMedia Business), directly or indirectly, to Spinco. In exchange, Spinco will: (1)(a) issue to AT&T the Spinco Debt Securities that satisfy the Par Exchange Requirement, (b) distribute to

AT&T all or a portion of the cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements and/or use all or a portion of the cash proceeds of such borrowing to purchase assets of the WarnerMedia Business from AT&T or (c) undertake a combination of the actions described in (a) and (b) such that AT&T has received, in the aggregate, the Additional Amount of approximately $13.0 billion, subject to adjustment, (2) issue to AT&T shares of Spinco common stock and (3) make the Special Cash Payment to AT&T.

Spinco’s principal executive office is located at 208 S. Akard St., Dallas, Texas, 75202, and its telephone number is (210) 821-4105.

The Transactions

Overview

On May 17, 2021, Discovery, AT&T, Spinco and Merger Sub entered into definitive agreements, pursuant to which and subject to the terms and conditions therein, (1) AT&T will transfer the WarnerMedia Business to Spinco (the Separation), (2) Spinco will (a) make a cash distribution to AT&T equal to approximately $30.0 billion, subject to adjustment, including for the approximately $1.6 billion of existing debt of the WarnerMedia Business to be assumed by the Spinco Group, net working capital and other adjustments (the Special Cash Payment), and (b)(i) issue to AT&T the Spinco Debt Securities that satisfy the Par Exchange Requirement, (ii) distribute to AT&T all or a portion of the cash proceeds from the borrowing by Spinco under the Spinco Financing Agreements and/or use all or a portion of the cash proceeds of such borrowing to purchase assets of the WarnerMedia Business from AT&T or (iii) undertake a combination of the actions described in (2)(b)(i) and (2)(b)(ii) such that AT&T has received, in the aggregate, the Additional Amount of approximately $13.0 billion, subject to adjustment, (3) AT&T will distribute to its stockholders all of the issued and outstanding shares of Spinco common stock in a distribution that will, at AT&T’s election, take place either by way of (a) a pro rata distribution of Spinco common stock to AT&T stockholders or (b) an exchange offer followed by a pro rata distribution of any shares of Spinco common stock remaining if such exchange offer is not fully subscribed because the number of shares of AT&T common stock tendered and accepted does not result in all shares of Spinco common stock being distributed in the exchange offer (the Distribution), (4) Discovery will amend and restate the Discovery charter to, among other things, change its name to Warner Bros. Discovery, Inc. and reclassify and automatically convert each share of Discovery capital stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter into such number of shares of WBD common stock as set forth in the Merger Agreement (the Reclassification) and (5) Merger Sub will merge with and into Spinco, with Spinco as the surviving corporation (the Merger) and as a wholly owned subsidiary of WBD.

In the Merger, each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock. When the Merger is completed, holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” The Distribution and the Merger are a Reverse Morris Trust-type transaction and are expected to be tax-free to AT&T stockholders for U.S. federal income tax purposes, except to the extent that cash is paid to AT&T stockholders in lieu of fractional shares in the Distribution or the Merger. The Separation, Special Cash Payment, Distribution, Reclassification, Merger, payment of the Additional Amount and other transactions contemplated by the Transaction Documents are collectively referred to herein as the Transactions.

The definitive agreements entered into in connection with the Transactions include (1) the Merger Agreement, (2) the Separation Agreement, (3) the Employee Matters Agreement, (4) the Tax Matters Agreement, (5) the A/N Voting Agreement, (6) the Malone Voting Agreement and (7) the Consent Agreement. In addition, AT&T and Discovery and certain of their respective affiliates, including Spinco, will enter into other Ancillary Agreements in connection with the Transactions. These agreements, which are described in greater detail in “Other Agreements Related to the Transactions,” will govern the relationship among AT&T and Discovery and their respective affiliates, including Spinco, after the Transactions.

The Distribution will be conducted through, at AT&T’s election, either (1) a pro rata distribution of Spinco common stock to AT&T stockholders or (2) the Exchange Offer and a potential Clean-Up Spin-Off, if necessary. This prospectus has been prepared under the assumption that the shares of Spinco common stock will be distributed to AT&T stockholders pursuant to the Exchange Offer. Based on market conditions prior to the Closing, AT&T will determine whether the shares of Spinco common stock will be distributed to AT&T stockholders in a pro rata distribution or the Exchange Offer and a potential Clean-Up Spin-Off, if necessary.

Following the Transactions, WBD will own and operate the WarnerMedia Business through Spinco and will also continue Discovery’s current businesses. Discovery will use reasonable best efforts to cause the WBD common stock issuable in the Transactions to be authorized for listing on Nasdaq under the symbol “WBD.”

Transaction Steps

Below is a step-by-step list illustrating the material events relating to the Separation, the Distribution, the Reclassification and the Merger. Each of these events, as well as any conditions to their completion, is discussed in more detail elsewhere in this prospectus. Steps #1, #2 and #3 described below may not, and are not required pursuant to the Transaction Documents to, occur chronologically.

Step #1—The Separation. Prior to the Distribution and the Merger, AT&T will convey to Spinco or one or more subsidiaries of Spinco certain assets and liabilities constituting the WarnerMedia Business and will cause any applicable subsidiary of AT&T to convey to AT&T or its designated subsidiary (other than Spinco or any other member of the Spinco Group) certain excluded assets and excluded liabilities in order to separate the WarnerMedia Business, in each case, as set forth in and subject to the terms and conditions of the Separation Agreement. Thereafter, AT&T will transfer all of the equity interests in each of the subsidiaries of AT&T holding WarnerMedia Assets and WarnerMedia Liabilities, and constituting the WarnerMedia Business, directly or indirectly, to Spinco.

AT&T expects to transfer the Spinco Debt Securities to one or more investment banks in exchange for certain debt obligations of AT&T held by such investment bank(s) as principal for their own account in the Securities Exchange. Following the Securities Exchange, such investment bank(s) or their affiliates are expected to sell the Spinco Debt Securities to third-party investors.

debt of the WarnerMedia Business to be assumed by the Spinco Group, net working capital and other adjustments. See “The Separation Agreement—The Separation— Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments” for further description of adjustments to the Special Cash Payment.

Step #4—Issuance of Spinco common stock. Prior to the Distribution, Spinco will issue to AT&T a number of shares of Spinco common stock such that the number of shares of Spinco common stock issued and outstanding at the time of the Distribution is equal to the number of shares of WBD common stock to be issued to the stockholders of Spinco in the Share Issuance.

Step #5—The Distribution; Exchange Offer and Clean-Up Spin-Off. On the Closing Date, AT&T will distribute 100% of the shares of Spinco common stock to AT&T stockholders by, at AT&T’s election, either (1) a pro rata distribution of Spinco common stock to AT&T stockholders or (2) the Exchange Offer and a potential Clean-Up Spin-Off, if necessary. Assuming that AT&T elects to undertake the Distribution by way of the Exchange Offer, AT&T will offer to its stockholders the option to exchange all or a portion of their shares of AT&T common stock for shares of Spinco common stock. Immediately following the Exchange Offer, the shares of Spinco common stock remaining if the Exchange Offer is not fully subscribed (because the number of shares of AT&T common stock tendered and accepted in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged) will be distributed in a Clean-Up Spin-Off on a pro rata basis to AT&T stockholders as of the Distribution record date, other than in respect of any shares tendered and accepted in the Exchange Offer. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. See “The Separation Agreement—The Distribution” and “The Exchange Offer.”

WBD common stock and (5) each share of Discovery Series C-1 preferred stock issued and outstanding or held by Discovery as treasury stock immediately prior to the effective time of the WBD charter will be reclassified and automatically converted into such number of shares of WBD common stock as the number of shares of Discovery Series C common stock such share of Discovery Series C-1 preferred stock would have been convertible into immediately prior to the effective time of the WBD charter, which, as of September 30, 2021, would have been 19.3648 shares of WBD common stock.

Key Terms of the Merger Agreement

Calculation of the Merger Consideration

The Merger Agreement provides that, at the effective time of the Merger, each issued and outstanding share of Spinco common stock immediately prior to the effective time of the Merger will automatically convert at the effective time of the Merger into the right to receive a number of shares of WBD common stock such that each holder of record of shares of Spinco common stock immediately prior to the effective time of the Merger will have the right to receive, in the aggregate, a number of shares of WBD common stock (the “Merger Consideration”) equal to the product of (1) the total number of shares of Spinco common stock held of record by such holder immediately prior to the effective time of the Merger multiplied by (2) the Merger exchange ratio, provided that each holder will receive a cash payment in lieu of fractional shares of WBD common stock. Each share of Spinco common stock that is held by Spinco as treasury stock or by any other member of the Spinco Group will be canceled at the effective time of the Merger. Under the Merger Agreement, the Merger exchange ratio means (1)(a) the number of shares WBD common stock outstanding as of immediately prior to the effective time of the Merger on a fully diluted, as-converted (including as a result of the Reclassification) and as-exercised basis in accordance with the treasury stock method multiplied by (b) the quotient of 71 divided by 29 divided by (2) the number of shares of Spinco common stock outstanding immediately prior to the effective time of the Merger, subject to the adjustments set forth in the Merger Agreement. The calculation of the Merger Consideration as set forth in the Merger Agreement is expected to result in Spinco stockholders immediately prior to the Merger collectively holding approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis immediately following the Merger. See “The Merger Agreement—Merger Consideration.”

No fractional shares of WBD common stock will be issued upon the conversion of shares of Spinco common stock in connection with the Merger. All fractional shares of WBD common stock that a holder of

Spinco common stock would otherwise be entitled to receive pursuant to the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold in the open market or otherwise as reasonably directed by Discovery, in each case at then-prevailing market prices, as promptly as reasonably practicable and in no case later than ten business days after the Merger. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock pursuant to the Merger.

Conditions to the Merger

Each party’s obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the Closing of certain conditions. Discovery, on the one hand, and AT&T, on the other hand, may waive the satisfaction of the conditions to their (and Merger Sub’s and Spinco’s, respectively) respective obligations to complete the Merger. For a description of the respective conditions to each party’s obligation to complete the Merger, see “The Merger Agreement—Conditions to the Merger.”

Termination

The Merger Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the effective time of the Merger by mutual written consent of AT&T and Discovery. In addition, the Merger Agreement may be terminated and the Merger may be abandoned by either AT&T or Discovery under specific circumstances. For a description of the circumstances under which the Merger Agreement may be terminated and the Merger may be abandoned, see “The Merger Agreement—Termination.”

Termination Fees and Expenses Payable in Certain Circumstances

The Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, a termination fee of $720.0 million may be payable by Discovery to AT&T and a termination fee of $1.77 billion may be payable by AT&T to Discovery. For a description of the circumstances under which Discovery or AT&T may need to pay their respective termination fees, see “The Merger Agreement—Termination Fees and Expenses Payable in Certain Circumstances.”

In addition, if the Merger Agreement has been terminated, all costs and expenses incurred in connection with the Merger Agreement and the Transactions shall be paid by the party incurring such costs and expenses; provided that (1) if the Merger Agreement is terminated by Discovery pursuant to the AT&T Breach Termination Right (as defined herein), the fees and expenses related to the Financing (the “Commitment Fees”) (including fees for prepayment in respect of any incurred Financing) shall be borne entirely by AT&T, (2) if the Merger Agreement is terminated by AT&T pursuant to the Discovery Breach Termination Right (as defined herein), the Commitment Fees (including fees for prepayment in respect of any incurred Financing) shall be borne entirely by Discovery and (3) if the Merger Agreement is otherwise terminated by either Discovery or AT&T, the Commitment Fees (including fees for prepayment in respect of any incurred Financing) shall be borne 71% by AT&T and 29% by Discovery.

Debt Financing

On May 17, 2021, in connection with the entry into the Separation Agreement and the Merger Agreement, Spinco entered into a commitment letter (as it may be amended from time to time, the “Commitment Letter”), under which JPMorgan Chase Bank, N.A., Goldman Sachs Bank, USA, Goldman Sachs Lending Partners LLC and certain other financial institutions (collectively, the “Commitment Parties”) committed to provide to Spinco

$41.5 billion in aggregate principal amount of senior unsecured bridge term loans (the “Bridge Loans”) in two tranches, a $31.5 billion tranche (“Tranche 1”) and a $10.0 billion tranche (“Tranche 2”), such commitments to be reduced by, among other things, (1) the amount of net cash proceeds received by Spinco (and, following the completion of the Merger, WBD) from certain equity and debt issuances, (2) the amount of net cash proceeds received by Spinco (and, following the completion of the Merger, WBD) from certain non-ordinary course dispositions of assets, (3) term loan commitments under certain qualifying term loan facilities and (4) certain financings in connection with the Securities Exchange. The proceeds of any funded Bridge Loans will be used by Spinco on the Closing Date to finance, in part, the Special Cash Payment and the Additional Amount and to otherwise fund the other Transactions and to pay the related transaction fees and expenses. The commitments under the Commitment Letter are subject to customary closing conditions.

On June 4, 2021, Spinco entered into the Spinco Term Loan Credit Agreement, which reduced the Tranche 2 commitments under the Commitment Letter in the aggregate amount of $10.0 billion to zero. The Tranche 1 commitments under the Commitment Letter in the aggregate amount of $31.5 billion remain in effect as of the date hereof.

On or prior to the Distribution Date, Spinco expects to issue senior unsecured notes in a Rule 144A or other private placement in an aggregate principal amount of up to $31.5 billion (“Spinco Notes”) which will be used to pay the Special Cash Payment and issue to AT&T the Spinco Debt Securities, which will in turn be used by AT&T to repay certain existing debt pursuant to the Securities Exchange. The Spinco Debt Securities are expected to have a term of at least seven years and to be subject to customary covenants and other terms and conditions that are consistent in all material respects with market practice for comparable issuers.

Following the completion of the Transactions, it is expected that all obligations of Spinco with respect to the Spinco Notes (including the Spinco Debt Securities), the Bridge Loans (if applicable) and the Spinco Term Loan Credit Agreement will be guaranteed by WBD, DCL and Scripps. In addition, following the Merger, by virtue of the fact that Spinco will be a wholly owned subsidiary of WBD, the consolidated indebtedness of WBD and its subsidiaries will include the indebtedness of Spinco.

Upon the completion of the Transactions, the available commitments under the Revolving Credit Agreement (as defined herein) may, subject to certain conditions, be increased by $3.5 billion, to an aggregate amount not to exceed $6.0 billion.

For more information about the financing of the Transactions, see “Debt Financing.”

Other Agreements Related to the Transactions

Malone Voting Agreement

In connection with entering into the Merger Agreement, Discovery, AT&T and Spinco entered into the Malone Voting Agreement with Dr. Malone and certain affiliates of Dr. Malone, who collectively hold approximately % of the issued and outstanding shares of Discovery Series A common stock and approximately % of the issued and outstanding shares of Discovery Series B common stock, which is approximately % of the aggregate voting power of the shares of Discovery voting stock as of the Discovery record date. The Malone Voting Agreement, among other things, requires that Dr. Malone and his affiliates vote their shares of Discovery Series A common stock and Discovery Series B common stock in favor of the Charter Amendment proposals and the Share Issuance proposal. The Malone Voting Agreement is attached to this prospectus as Annex C and is incorporated by reference herein.

A/N Voting Agreement

In connection with entering into the Merger Agreement, Discovery, AT&T and Spinco entered into the A/N Voting Agreement with Advance/Newhouse, which holds all of the issued and outstanding shares of Discovery Series A-1 preferred stock, which is approximately % of the aggregate voting power of the shares of Discovery voting stock as of the Discovery record date, and all of the issued and outstanding shares of Discovery Series C-1 preferred stock. The A/N Voting Agreement requires that Advance/Newhouse vote its shares of Discovery Series A-1 preferred stock and Discovery Series C-1 preferred stock in favor of the Charter Amendment proposals and the Share Issuance proposal. The A/N Voting Agreement is attached to this prospectus as Annex D and is incorporated by reference herein.

Consent Agreement

In connection with entering into the Merger Agreement, Discovery entered into the Consent Agreement with Advance/Newhouse. Pursuant to the terms of the Consent Agreement, Advance/Newhouse agreed to deliver an irrevocable written consent to Discovery consenting to, approving and adopting the Merger Agreement and any actions required thereby. The Consent was delivered in accordance with the affirmative vote or written consent required pursuant to the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock of Discovery for any Special A-1 Class Vote Matter (as such term is defined therein). As part of the Consent Agreement, Discovery and Advance/Newhouse also agreed, among other things, that Discovery will designate Steven A. Miron and Steven O. Newhouse as directors of WBD following the Closing pursuant to the Merger Agreement in the class of directors whose terms will expire on WBD’s third annual meeting of stockholders following the effective time of the Merger and that Discovery and Advance/Newhouse will enter into a registration rights agreement on customary terms to be effective following the completion of the Merger. Advance/Newhouse delivered the Consent concurrently with the execution of the Consent Agreement and the Merger Agreement. The Consent Agreement is attached to this prospectus as Annex E and is incorporated by reference herein.

Employee Matters Agreement

In connection with the Transactions, Discovery, Spinco and AT&T have entered into an Employee Matters Agreement, dated as of May 17, 2021 (the “Employee Matters Agreement”), which establishes the obligations of Discovery, Spinco and AT&T with respect to the liabilities associated with current and former employees of the WarnerMedia Business and the covenants of the parties with respect to the employment and compensation of such individuals in the context of the Transactions. For a summary of the Employee Matters Agreement, see “Other Agreements Related to the Transactions—Employee Matters Agreement.”

Tax Matters Agreement

In connection with the Transactions, AT&T, Spinco and Discovery have entered into a Tax Matters Agreement (the “Tax Matters Agreement”) which governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, taxes, if any, incurred as a result of any failure of the Distribution, the Merger, or certain related Transactions to qualify as tax-free for U.S. federal income tax purposes, and the apportionment of tax attributes. The Tax Matters Agreement also sets forth the obligations of the parties with respect to the filing of tax returns, the administration of tax contests and assistance and cooperation on tax matters. For a summary of the Tax Matters Agreement, see “Other Agreements Related to the Transactions—Tax Matters Agreement.”

Transition Services Agreement

In connection with the completion of the Merger, AT&T and WBD will enter into a Transition Services Agreement (“TSA”) pursuant to which AT&T will, for a certain period of time, provide Spinco services

reasonably necessary in order for the WarnerMedia Business to operate in substantially the same manner in which it operated in the 12-month period immediately prior to the completion of the Merger. To the extent any services reasonably necessary to conduct AT&T’s business are identified prior to the completion of the Merger, upon AT&T’s request, WBD will provide such services to AT&T pursuant to the TSA. The scope of services to be provided under the TSA, and the applicable term and fees for each such service, will be set forth in the TSA schedules, which will be negotiated in good faith and finalized prior to the completion of the Merger. The fees for the TSA services will be no greater than at fully-loaded cost without a profit margin (including employee costs related thereto) and including any additional reasonable, documented out-of-pocket costs or expenses incurred by the service provider and directly related to the provision of such service.

Intellectual Property Matters Agreement

Pursuant to the Separation Agreement, AT&T and Spinco and certain of their affiliates will enter into an Intellectual Property Matters Agreement (“IPMA”), effective as of the Distribution Date, pursuant to which AT&T and Spinco and certain of their affiliates will grant each other non-exclusive, royalty-free, irrevocable and perpetual cross-licenses to use (1) technology owned by or, to the extent sublicensable, licensed to either AT&T or Spinco, and used in the other party’s business in the 12-month period prior to the Distribution Date, in substantially the same manner as such technology was used prior to the Distribution Date and (2) certain scheduled patents for which the named inventors include at least one Spinco Group employee and one AT&T Group employee, and the relevant invention was conceived or reduced to practice during such employees’ period of employment, for any and all purposes. The technology licensed under the IPMA will be specifically identified on a schedule to the extent reasonably practicable. AT&T and Spinco and certain of their affiliates will also grant each other non-exclusive licenses to use certain trademarks owned by either party and used or displayed in the other party’s business as of the Distribution Date for a transitional period of up to 60 days (or such longer period of up to 120 days as may be negotiated by the parties) and in the same manner as used immediately prior to the Distribution Date. In addition, AT&T and Spinco agree to undertake good-faith rebranding efforts for their respective businesses during such transitional period.

Data Rights Agreement

Prior to the effective date of the Separation (the “Separation Date”), AT&T and Spinco will enter into a Data Rights Agreement (the “Data Rights Agreement”) governing each party’s rights to access and process any data that was processed in the operation of both of AT&T’s business and the WarnerMedia Business between June 14, 2018 and the Separation Date in a manner intended to provide continuity following the Separation Date with respect to permitted access to and use of such data. The terms of the Data Rights Agreement will also allocate, as between AT&T and Spinco, ownership and control of data processed in the operation of AT&T’s business or the WarnerMedia Business, on the basis that any such data first collected or processed by Spinco and primarily related to the WarnerMedia Business will be owned by Spinco, and any such data first collected or processed by AT&T and primarily related to AT&T’s business will be owned by AT&T.

Discovery’s Reasons for the Transactions

The Discovery Board carefully evaluated the Transactions in consultation with Discovery management and Discovery’s advisors, and, on May 16, 2021, the Discovery Board approved the Transaction Documents and the Transactions contemplated thereby, including the Merger, the Charter Amendment and the Share Issuance, and determined that the Transaction Documents and the Transactions are advisable, fair to and in the best interests of Discovery and its stockholders.

In making its determination to approve the Transaction Documents and the Transactions and resolve to recommend that Discovery stockholders approve the Charter Amendment proposals and the Share Issuance

proposal, the Discovery Board held a number of meetings and considered various factors. The Discovery Board considered these factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination. In the course of its deliberations, the Discovery Board also considered a variety of risks and other potentially negative factors. For the factors considered by the Discovery Board in reaching its decision, see “The Transactions—Recommendation of the Discovery Board; Discovery’s Reasons for the Transactions.”

Opinions of Discovery’s Financial Advisors

Opinion of Allen & Company LLC

Discovery has engaged Allen & Company LLC, referred to as Allen & Company, as a financial advisor to Discovery in connection with the proposed Merger. In connection with this engagement, Allen & Company delivered a written opinion, dated May 16, 2021, to the Discovery Board as to the fairness, from a financial point of view and as of the date of such opinion, to Discovery of the Merger Consideration provided for pursuant to the Merger Agreement. The full text of Allen & Company’s written opinion, dated May 16, 2021, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached to this prospectus as Annex G and is incorporated by reference herein in its entirety. The description of Allen & Company’s opinion set forth in this prospectus is qualified in its entirety by reference to the full text of Allen & Company’s opinion. Allen & Company’s opinion and advisory services were intended for the benefit and use of the Discovery Board (in its capacity as such) in connection with its evaluation of the Merger Consideration from a financial point of view to Discovery and did not address any related transactions or any other terms, aspects or implications of the Merger. For purposes of Allen & Company’s opinion, the term “related transactions” refers to the transactions contemplated by the Merger Agreement and related documents other than the Merger, and references to “WarnerMedia” mean the business and operations of WarnerMedia after giving effect to the related transactions. Allen & Company expressed no opinion or view as to the fairness of the Merger Consideration to the holders of any class or series of securities, creditors or other constituencies of Discovery. Allen & Company’s opinion did not constitute a recommendation as to the course of action that Discovery (or the Discovery Board or any committee thereof) should pursue in connection with the Merger or the related transactions or otherwise address the merits of the underlying decision by Discovery to engage in the Merger or the related transactions, including in comparison to other strategies or transactions that might be available to Discovery or which Discovery might engage in or consider. Allen & Company’s opinion does not constitute advice or a recommendation to any security holder as to how such security holder should vote or act on any matter relating to the Merger, the related transactions or otherwise. For a summary of Allen & Company’s opinion and the financial analyses underlying such opinion, see “The Transactions—Opinions of Discovery’s Financial Advisors—Opinion of Allen & Company LLC.”

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter, Discovery retained J.P. Morgan Securities LLC, referred to as J.P. Morgan, as a financial advisor to Discovery in connection with the proposed Merger. At a meeting of the Discovery Board on May 16, 2021, J.P. Morgan rendered an oral opinion, confirmed by delivery of a written opinion dated May 16, 2021, to the Discovery Board as to the fairness, from a financial point of view and as of the date of such opinion, to Discovery of the Merger Consideration to be paid by Discovery in the proposed Merger. The full text of the written opinion of J.P. Morgan, dated May 16, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing such opinion, is attached as Annex H to this prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this prospectus is qualified in its entirety by reference to the full text of such opinion. J.P. Morgan’s written opinion was addressed to the

Discovery Board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the Merger Consideration payable in the Merger and did not address any other aspect of the Merger. For purposes of J.P. Morgan’s opinion, the term “related transactions” refers to the transactions contemplated by the Merger Agreement and related documents other than the Merger, and references to “WarnerMedia” mean the business and operations of WarnerMedia after giving effect to the related transactions. J.P. Morgan expressed no opinion as to the fairness of the Merger Consideration to the holders of any class of securities, creditors or other constituencies of Discovery or as to the underlying decision by Discovery to engage in the Merger or the related transactions. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. J.P. Morgan’s opinion does not constitute a recommendation to any stockholder of Discovery as to how such stockholder should vote with respect to the Merger or any other matter. For a summary of J.P. Morgan’s opinion and the financial analyses underlying such opinion, see “The Transactions— Opinions of Discovery’s Financial Advisors—Opinion of J.P. Morgan Securities LLC.”

AT&T’s Reasons for the Transactions

The AT&T Board and its senior management evaluated the Transactions in consultation with AT&T’s advisors, and the AT&T Board approved the Transaction Documents and the Transactions contemplated thereby on May 16, 2021. In making its determination to approve the Transaction Documents and the Transactions, AT&T considered a number of factors, including, but not limited to, the Transactions were in the best interests of AT&T stockholders, the tax-efficient nature of the Transactions and the improvement to AT&T’s capital structure as a result of the Transactions. AT&T considered these factors as a whole and considered the relevant information and factors to be favorable to, and in support of, its determination, as well as a variety of risks and other potentially negative factors. For the factors considered by AT&T in reaching its decision, see “The Transactions—AT&T’s Reasons for the Transactions.”

Regulatory Approvals

Each of Discovery and AT&T has agreed to use reasonable best efforts to take or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable to complete and make effective the Transactions contemplated by the Merger Agreement. For a summary of such actions, see “The Merger Agreement—Regulatory Matters.”

United States Antitrust

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), Discovery and AT&T are required to file notifications with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and to observe a mandatory premerger waiting period before completing the Merger. A transaction requiring notification under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notifications or the early termination of that waiting period. If the Antitrust Division or the FTC issues a Request for Additional Information and Documentary Material (a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-calendar-day waiting period, which would begin to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier. Notwithstanding any expiration of the waiting period after substantial compliance with a Second Request, the parties could agree with the Antitrust Division or the FTC to not complete the transaction prior to a certain date or event. On June 15, 2021, Discovery and AT&T filed notifications with the FTC and the Antitrust Division. On July 6, 2021, Discovery voluntarily withdrew its premerger notification, effective July 15, 2021. Discovery refiled its notification on July 19, 2021. On August 18, 2021, each of Discovery and AT&T received a Second Request from the Antitrust Division in connection with

the Merger and each of Discovery and AT&T have certified substantial compliance with that Second Request. Although Discovery and AT&T believe that the Transactions do not raise substantial regulatory concerns and that all remaining regulatory approvals will be obtained on a timely basis, Discovery and AT&T cannot be certain when, if or under what conditions these approvals will be obtained.

Other Regulatory Approvals

The Merger Agreement provides that the Merger is also subject to competition approvals by the European Commission (“EC”) pursuant to the EC Merger Regulation as well as by the competition law regulators in a number of other jurisdictions. The Merger cannot be completed until after the applicable waiting periods have expired or the relevant approvals have been obtained under the antitrust and competition laws of these jurisdictions. Further, completion of the Merger is also conditioned upon the receipt of all necessary consents from the competent foreign direct investment, media and other regulators. Discovery and AT&T are in the process of obtaining these necessary regulatory clearances.

Material U.S. Federal Income Tax Consequences

The completion of the Distribution, the Merger and certain related Transactions are conditioned upon AT&T’s receipt, with a copy to Discovery, of (1) the Tax Opinions to the effect that, among other things, for U.S. federal income tax purposes, (a) the Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under Section 355 of the Code and that certain other related Transactions will qualify for their intended tax-free treatment and (b) the Merger will qualify as a “reorganization” under Section 368(a) of the Code and (2) the IRS Ruling regarding the qualification of the Distribution and certain related Transactions for tax-free treatment. Provided that such transactions so qualify, AT&T stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Distribution or WBD common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of WBD common stock).

Discovery will not recognize any gain or loss for U.S. federal income tax purposes upon the completion of the Merger. Because Discovery stockholders in their capacity as such will not receive consideration in the Distribution or the Merger, Discovery stockholders will generally not recognize gain or loss for U.S. federal income tax purposes upon either the Distribution (including the Exchange Offer) or the Merger. Neither Discovery nor Discovery stockholders are expected to recognize gain or loss for U.S. federal income tax purposes upon the Reclassification.

Please see “Risk Factors—Risk Factors Relating to the Transactions— The Distribution could result in significant tax liability, and Discovery may be obligated to indemnify AT&T for any such tax liability imposed on AT&T,” “Risk Factors—Risk Factors Relating to the Transactions—If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, participating AT&T stockholders may have significant tax liability” and “Material U.S. Federal Income Tax Consequences” for more information regarding the Tax Opinions and the IRS Ruling and the potential tax consequences of the Transactions. AT&T stockholders and Discovery stockholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Transactions in light of their particular circumstances.

Terms of the Exchange Offer

AT&T is offering AT&T stockholders the opportunity to exchange their shares of AT&T common stock for shares of Spinco common stock. You may tender all, some or none of your shares of AT&T common stock. This prospectus and related documents are being sent to persons who directly held shares of AT&T common stock on

and brokers, banks and similar persons whose names or the names of whose nominees appear on AT&T’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of AT&T common stock.

Shares of AT&T common stock validly tendered and not properly withdrawn will be accepted for exchange at the exchange ratio determined as described under “The Exchange Offer—Terms of the Exchange Offer,” on the terms and conditions of the Exchange Offer and subject to the limitations described below, including the proration provisions.

AT&T will promptly return any shares of AT&T common stock that are not accepted for exchange following the expiration of the Exchange Offer and the determination of the final proration factor, if any, described below. After the expiration of the Exchange Offer, shares accepted by AT&T may not be withdrawn; provided, however, that such shares may be withdrawn at any time after the expiration of 40 business days from the commencement of the Exchange Offer if the Exchange Offer has not then been completed.

For the purposes of illustration, the table below indicates the number of shares of Spinco common stock that you would receive per share of AT&T common stock, calculated on the basis described under “The Exchange Offer—Terms of the Exchange Offer” and taking into account the upper limit, assuming a range of averages of the daily VWAP of AT&T common stock and Discovery Series A common stock on the Valuation Dates. The first row of the table below shows the indicative calculated per-share value of AT&T common stock, the indicative calculated per-share value of Spinco common stock and the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE and Nasdaq on , based on the daily VWAPs of AT&T common stock and Discovery Series A common stock on , and . The table also shows the effects of a 10% increase or decrease in either or both the calculated per-share value of AT&T common stock and the calculated per-share value of Spinco common stock based on changes relative to the values on .

AT&T Common Stock

Discovery Series A
Common Stock

Calculated
Per-Share
Value of
AT&T
Common
Stock^(A)

Calculated Per-
Share Value of
Spinco Common
Stock (Before
the %
Discount)^(B)

Shares of Spinco
Common Stock to
Be Received Per
Share of AT&T
Common Stock
Tendered (The
Exchange Ratio)^(C)

Calculated
Value
Ratio^(D)

As of

Down 10%

Up 10%

Down 10%

Unchanged

Down 10%

Unchanged

Up 10%

Unchanged

Down 10%

^[1]

Up 10%

Unchanged

^[2]

Up 10%

Down 10%

^[3]

(A)	As of , the calculated per-share value of AT&T common stock equals the simple arithmetic average of daily VWAPs on each of the three prior trading dates ($ , $ and $ ).

(B)	As of , the calculated per-share value of Spinco common stock equals the simple arithmetic average of daily Discovery Series A common stock VWAPs on each of the three prior trading dates ($ , $ and $ ).

(C)	Calculated as A / (B*(1- %)) or equal to the upper limit, whichever is less.

(D)	The Calculated Value Ratio equals (i) the calculated per-share value of Spinco common stock (B) multiplied by the exchange ratio (C), divided by (ii) the calculated per-share value of AT&T common stock (A), rounded to the nearest three decimals.

In this scenario, the upper limit of is in effect. Absent the upper limit, the exchange ratio would have been shares of Spinco common stock per share of AT&T common stock validly tendered and accepted for exchange. AT&T would announce that the upper limit on the number of shares that can be received for each share of AT&T common stock tendered is in effect when AT&T announces the final exchange ratio no later than 11:59 p.m., New York City time, at the end of the second trading day prior to the expiration date of the Exchange Offer.

For example, if the calculated per-share value of AT&T common stock was $ (the highest closing price for AT&T common stock on the NYSE during the month period prior to commencement of the Exchange Offer) and the calculated per-share value of Spinco common stock was $ (the lowest closing price for Discovery Series A common stock on Nasdaq during that month period), the value of Spinco common stock, based on the Discovery Series A common stock price, received for shares of AT&T common stock accepted for exchange would be approximately $ for each $100 of AT&T common stock accepted for exchange.

Extension; Termination

The Exchange Offer, and your withdrawal rights, will expire at one minute after 11:59 p.m., New York City time, on , unless the Exchange Offer is extended or terminated. You must tender your shares of AT&T common stock prior to this time if you want to participate in the Exchange Offer. AT&T may extend, terminate or amend the Exchange Offer as described in this prospectus. AT&T will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date.

Conditions to Completion of the Exchange Offer

AT&T’s obligation to exchange shares of Spinco common stock for shares of AT&T common stock is subject to the conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer,” including the satisfaction of conditions to the Transactions and other conditions. All conditions to the Exchange Offer must be satisfied or waived at or prior to the expiration date of the Exchange Offer, and AT&T will not be required to complete the Exchange Offer and may extend or terminate the Exchange Offer, if, at the scheduled expiration of the Exchange Offer:

•

reason the Transactions (other than the Exchange Offer) cannot be completed promptly after completion of the Exchange Offer (see “The Separation Agreement—Conditions to the Distribution” and “The Merger Agreement—Conditions to the Merger”);

•

the shares of WBD common stock to be issued in the Merger have not been authorized for listing on Nasdaq;

•

any proceeding for the purpose of suspending the effectiveness of any registration statement of which this prospectus is a part has been initiated by the SEC and not concluded or withdrawn;

•

the Merger Agreement or the Separation Agreement has been terminated;

•

AT&T has not received, or does not reasonably expect to receive, the Tax Opinions from AT&T’s tax counsel, dated as of the Closing Date, on certain aspects of the anticipated non-taxable nature of the Transactions or AT&T has not received, and does not reasonably expect to receive, the IRS Ruling; or

•

certain other customary conditions have not been waived or satisfied.

For a description of the material conditions precedent to the Transactions, see “The Merger Agreement—Conditions to the Merger” and “The Separation Agreement—Conditions to the Distribution.”

AT&T may waive any of the conditions to the Exchange Offer prior to the expiration of the Exchange Offer. Spinco has no right to waive any of the conditions to the Exchange Offer. Discovery has no right to waive any of the conditions to the Exchange Offer (other than certain conditions relating to the other Transactions).

Proration; Tenders for Exchange by Holders of Shares of AT&T Common Stock

If, upon the expiration of the Exchange Offer, AT&T stockholders have validly tendered and not properly withdrawn more shares of AT&T common stock than AT&T is able to accept for exchange (taking into account the exchange ratio and the total number of shares of Spinco common stock being offered in the Exchange Offer by AT&T), AT&T will accept for exchange the AT&T common stock validly tendered and not properly withdrawn by each tendering stockholder on a pro rata basis, based on the proportion that the total number of shares of AT&T common stock to be accepted bears to the total number of shares of AT&T common stock validly tendered and not properly withdrawn (rounded to the nearest whole number of shares of AT&T common stock), and subject to any adjustment necessary to ensure the exchange of all shares of Spinco common stock being offered by AT&T in the Exchange Offer, except for tenders of odd-lots, as described below.

AT&T will announce the preliminary proration factor (if any) for the Exchange Offer at and separately by press release promptly after the expiration of the Exchange Offer. Upon determining the number of shares of AT&T common stock validly tendered for exchange, AT&T will announce the final results, including the final proration factor for the Exchange Offer.

Any beneficial holder (other than participants in the AT&T 401(k) Plans) of fewer than 100 shares of AT&T common stock who wishes to tender all of their shares must complete the section titled “Odd-Lot Shares” on the letter of transmittal. If your odd-lot shares are held by a broker for your account, you can contact your broker and request the preferential treatment.

Any shares of AT&T common stock not accepted for exchange in the Exchange Offer as a result of proration or otherwise will be returned to the tendering stockholder promptly after the final proration factor for the Exchange Offer is determined.

Fractional Shares

In the Merger, no fractional shares of WBD common stock will be delivered to holders of Spinco common stock. Instead, all fractional shares of WBD common stock that a holder of Spinco common stock would

otherwise be entitled to receive as a result of the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock in the Merger in the open market or otherwise, in each case at then prevailing market prices, and in no case later than five business days after the Merger. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and conveyance and similar taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock in the Merger.

Procedures for Tendering

For you to validly tender your shares of AT&T common stock pursuant to the Exchange Offer, prior to the expiration of the Exchange Offer:

•

If you hold shares of AT&T common stock through the DRS, you must deliver to the Exchange Offer Agent at an address listed on the letter of transmittal for AT&T common stock you will receive, a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents.

•

If you hold shares of AT&T common stock through a broker, you should receive instructions from your broker on how to participate in the Exchange Offer. In this situation, do not complete a letter of transmittal to tender your AT&T common stock. Please contact your broker directly if you have not yet received instructions. Some financial institutions may also effect tenders by book-entry transfer through The Depository Trust Company.

•

If you participate in the AT&T 401(k) Plans, you will receive instructions from the Trustee via letter or email informing you how to make an election and the deadline for making an election. In this situation, do not complete a letter of transmittal to tender your shares of AT&T common stock.

Delivery of Spinco Common Stock

On or prior to the time of completion of the Exchange Offer, and prior to the Merger, AT&T will irrevocably deliver to the Exchange Offer Agent a book-entry authorization representing all of the shares of Spinco common stock issued and outstanding owned by it, with irrevocable instructions to hold the shares of Spinco common stock in trust for AT&T stockholders that are receiving shares of Spinco common stock in the Exchange Offer and a potential Clean-Up Spin-Off. Immediately prior to the Merger, by virtue of the delivery of such shares and the satisfaction prior to the Merger of the conditions to the Distribution and AT&T’s acceptance of all shares tendered in the Exchange Offer, those entitled to shares of Spinco common stock in the Exchange Offer or a potential Clean-Up Spin-Off will be considered the beneficial owners of such shares. The Exchange Offer Agent will continue to hold the shares of Spinco common stock in trust for the benefit of those Spinco stockholders pending the completion of the Merger. Shares of Spinco common stock will not be able to be traded during this period. Prior to the effective time of the Merger, Discovery will deposit with the Exchange Agent, for the benefit of persons who received shares of Spinco common stock in the Exchange Offer and a potential Clean-Up Spin-Off, evidence in book-entry form representing shares of WBD common stock issuable in the Merger. At the effective time of the Merger, those shares of Spinco common stock held in trust by the Exchange Offer Agent will automatically convert into the right to receive shares of WBD common stock. Following the effective time of the Merger, once the final calculation of the number of shares of Spinco common stock received by each Spinco stockholder in the Exchange Offer and a potential Clean-Up Spin-Off is determined, the Exchange Agent will deliver the appropriate number of shares of WBD common stock based on the terms of the Merger Agreement and the procedures established by the Exchange Agent. See “The Exchange Offer—Terms of the Exchange Offer—Exchange of Shares of AT&T Common Stock.”

Withdrawal Rights

Shares of AT&T common stock validly tendered pursuant to the Exchange Offer may be withdrawn at any time prior to one minute after 11:59 p.m., New York City time, on the expiration date by following the procedures described herein. If you change your mind again, you may re-tender your AT&T common stock by again following the Exchange Offer procedures prior to the expiration of the Exchange Offer.

No Appraisal Rights

No appraisal rights are available to holders of AT&T common stock in connection with the Exchange Offer or any pro rata distribution of shares of Spinco common stock.

Distribution of Spinco Common Stock Remaining After the Exchange Offer

To the extent that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged, then all of the remaining shares of Spinco common stock held by AT&T following the completion of the Exchange Offer will be distributed by way of a Clean-Up Spin-Off to all remaining AT&T stockholders.

All shares of Spinco common stock owned by AT&T that are not exchanged in the Exchange Offer will be distributed in a Clean-Up Spin-Off to holders of AT&T common stock who hold shares of AT&T common stock on the Distribution record date and have not waived their right to receive shares of Spinco common stock in the Exchange Offer. The Distribution record date for a potential Clean-Up Spin-Off will be announced by AT&T, if necessary. Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. Such stockholders will have waived their rights to shares of Spinco common stock in a potential Clean-Up Spin-Off notwithstanding the fact they held shares of AT&T common stock on the Distribution record date. As such, AT&T stockholders whose shares are validly tendered, and accepted, in the Exchange Offer, will not receive shares of Spinco common stock in a potential Clean-Up Spin-Off in respect of such shares (but may with respect to any other shares that are not validly tendered and accepted).

Legal Limitations; Certain Matters Relating to Non-U.S. Jurisdictions

This prospectus is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy, sell or exchange, any shares of Spinco common stock, AT&T common stock, Discovery capital stock or WBD common stock in any jurisdiction in which such offer, sale or exchange is not permitted. It will not be possible to trade shares of Spinco common stock after the completion of the Exchange Offer and prior to the completion of the Merger or during any other period. Countries outside of the United States generally have their own legal requirements that govern securities offerings made to persons resident in those countries and often impose stringent requirements about the form and content of offers made to the general public. None of AT&T, Spinco or Discovery has taken any action under non-U.S. laws or regulations to facilitate a public offer to exchange shares of AT&T common stock, Spinco common stock or WBD common stock outside of the United States. Accordingly, the ability of any non-U.S. person and any U.S. person residing outside of the United States to tender shares of AT&T common stock in the Exchange Offer will depend on whether there is an exemption available under the laws of such person’s home country that would permit such person to participate in the Exchange Offer without the need for AT&T, Spinco or Discovery to take any action to facilitate a public offering in that country or otherwise. For example, some countries exempt transactions from the rules governing public offerings if they involve persons who meet certain eligibility requirements relating to their status as sophisticated or professional investors.

Risk Factors

In deciding whether to tender your shares of AT&T common stock in the Exchange Offer, you should carefully consider the matters described in “Risk Factors,” as well as other information included in this prospectus and the other documents to which you have been referred.

Board of Directors and Management of WBD Following the Transactions

As of the effective time of the Merger, the WBD Board will consist of 13 directors, consisting of six Discovery Designees, including the Chief Executive Officer of WBD as of immediately after the effective time of the Merger, and seven AT&T Designees. In addition, the WBD Board will, upon the completion of the Merger, be classified into three classes: the Class I directors will initially include two Discovery Designees and two AT&T Designees, the Class II directors will initially include two Discovery Designees and two AT&T Designees and the Class III directors will initially include two Discovery Designees and three AT&T Designees, one of whom will be the Chairperson of the WBD Board. The initial term of the Class I directors will expire immediately following WBD’s first annual meeting of stockholders after the completion of the Merger, the initial term of the Class II directors will expire immediately following WBD’s second annual meeting of stockholders after the completion of the Merger and the initial term of the Class III directors will expire immediately following WBD’s third annual meeting of stockholders after the completion of the Merger. Upon the expiration of the initial term of each class of directors, such class of WBD directors will be elected for a one-year term expiring immediately following each WBD annual meeting of stockholders.

The Discovery Designees will include David M. Zaslav, who will serve as President and Chief Executive Officer of WBD. It is expected that John C. Malone will also serve as a Discovery Designee. Pursuant to the terms of the Consent Agreement, the initial Discovery Designees for the Class III directors will be Steven A. Miron and Steven O. Newhouse. The other Discovery Designees and the AT&T Designees will be named prior to the Closing. For more information about the directors expected to be appointed to the WBD Board, see “The Transactions—Board of Directors and Management of WBD Following the Transactions.”

The Merger Agreement provides that, as of the effective time of the Merger, David M. Zaslav will serve as President and Chief Executive Officer of WBD. Mr. Zaslav will be responsible for the strategic direction of WBD, including its overall operations and performance. The Merger Agreement provides that, prior to the completion of the Transactions, Discovery and AT&T are to cooperate and consult in good faith to appoint such other senior executive officers as are mutually agreed, and to determine such senior executive officers’ initial roles, titles and responsibilities, as of the effective time of the Merger. Gunnar Wiedenfels will serve as Chief Financial Officer of WBD. Prior to and after the completion of the Transactions, the Chief Executive Officer will have principal responsibility in the appointment of the senior executive team and their roles, titles and responsibilities. The Chief Executive Officer will also have principal responsibility in the approval of appointments for management positions for corporate functions of WBD.

Interests of Discovery’s Directors and Executive Officers in the Transactions

Certain of Discovery’s directors and executive officers and Discovery Designees may be deemed to have interests in the Transactions that may be different from, or in addition to, those of Discovery stockholders

generally. The Discovery Board was aware of and considered these potential interests, among other matters, in evaluating, negotiating and reaching the determination to approve the Transaction Documents and the Transactions and to recommend to Discovery stockholders that they vote to approve the Charter Amendment proposals, the Share Issuance proposal and the “Golden Parachute” Compensation proposal. These interests may include the following, among others:

•

Dr. Malone, who is a director of Discovery, is a party to the Malone Voting Agreement. The Malone Voting Agreement, among other things, requires that Dr. Malone and certain of his affiliates vote their shares of Discovery Series A common stock and Discovery Series B common stock in favor of the Charter Amendment proposals and the Share Issuance proposal;

•

Robert J. Miron, who is a director of Discovery, was previously the Chief Executive Officer and Chairman of the board of directors of ANPP, Steven A. Miron, who is a director of Discovery, is the current Chief Executive Officer of ANP and a senior executive officer at Advance, and Steven O. Newhouse, who is a Discovery Designee, is the current Co-President of Advance Publications, Inc. (“Advance”). As of the Discovery record date, Advance/Newhouse holds all of the issued and outstanding shares of Discovery Series A-1 preferred stock and Discovery Series C-1 preferred stock. Pursuant to the A/N Voting Agreement, Advance/Newhouse is required to vote its shares of Discovery Series A-1 preferred stock and Discovery Series C-1 preferred stock in favor of the Charter Amendment proposals and the Share Issuance proposal. Pursuant to the Consent Agreement, Advance/Newhouse agreed to deliver an irrevocable written consent to Discovery consenting to, approving and adopting the Merger Agreement and any actions required thereby. As part of the Consent Agreement, Discovery and Advance/Newhouse also agreed, among other things, that Discovery will designate Steven A. Miron and Steven O. Newhouse as directors of WBD following the completion of the Transactions. Mr. R. Miron, Mr. S. Miron and Mr. Newhouse are not party to the A/N Voting Agreement or the Consent Agreement. In connection with Advance/Newhouse’s entry into the Consent Agreement and related forfeiture of the significant rights attached to the Discovery Series A-1 preferred stock in the Reclassification, Advance/Newhouse will receive an increase to the number of shares of WBD common stock into which the Discovery Series A-1 preferred stock would be converted;

•

Paul A. Gould, who is a director of Discovery, is a managing director at Allen & Company, which has served as a financial advisor to Discovery in connection with the Transactions. For Allen & Company’s financial advisory services in connection with the Transactions, Discovery has agreed to pay Allen & Company an aggregate cash fee of $75 million, no portion of which will be received by Mr. Gould; and

•

Seventy percent of the Discovery equity-based awards granted to David M. Zaslav under his Prior Employment Agreement (as defined herein) will “single-trigger” vest upon the Closing and certain unvested balances in Discovery’s Deferred Compensation Plan (as defined herein) held by each of Lori C. Locke and Adria Alpert Romm will automatically accelerate and fully vest upon the Closing (assuming Closing occurred on November 1, 2021). The severance benefits that may be payable to Discovery’s executive officers upon a termination without cause or for good reason will not be enhanced based on the completion of the Transactions.

These interests are described in further detail under “The Transactions—Interests of Discovery’s Directors and Executive Officers in the Transactions.” Also, as more fully described in “The Merger Agreement—Post-Closing Board of Directors and Officers,” certain existing directors and executive officers of Discovery will or may serve as directors of WBD upon completion of the Transactions.

Effects of the Reclassification on Outstanding Discovery Equity-Based Awards

The Merger Agreement provides that in connection with the Charter Amendment, all Discovery stock options, restricted stock units, performance restricted stock units and stock appreciation rights (“Discovery

Options,” “Discovery RSUs,” “Discovery PRSUs” and “Discovery SARs,” respectively), in each case, issued under the Discovery equity plans and outstanding immediately prior to the Charter Amendment will be converted into equity-based awards on comparable terms and conditions with respect to shares of WBD common stock. The conversion of each such Discovery Option, Discovery RSU, Discovery PRSU and Discovery SAR will take place at the effective time of the Charter Amendment, as more fully described in “The Transactions—Effects of the Reclassification on Outstanding Discovery Equity-Based Awards.”

Interests of AT&T’s Directors and Executive Officers in the Transactions

The directors and executive officers of AT&T are not entitled to receive any extra or special benefit that is not shared on a pro rata basis by all other AT&T stockholders in connection with the Transactions, except for the case of Jason Kilar’s existing employment agreement as described under “The Transactions—Interests of AT&T’s Directors and Executive Officers in the Transactions.”

Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards

Upon or following the Closing, with respect to AT&T equity-based awards held by Spinco Employees, (1) each AT&T RSU Award that was granted prior to May 17, 2021 and is outstanding and unvested as of the Closing and each AT&T RSU Award that was granted after May 17, 2021 and is outstanding as of the Closing will be replaced with a WBD RSU Award based on the Discovery equity adjustment ratio with terms and conditions otherwise generally the same as those to which the underlying AT&T RSU Award was subject immediately before the Merger, and (2) each AT&T RSU Award that was granted prior to May 17, 2021 and is outstanding and vested as of the Closing and each AT&T Option Award that was granted prior to May 17, 2021 and is outstanding as of the Closing will remain an award denominated in AT&T common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the AT&T Compensation Committee to reflect the Distribution.

Certain current and former employees of AT&T who are not currently or will not become Spinco Employees also hold AT&T equity-based awards. Upon or following the Closing, each AT&T RSU Award, AT&T Restricted Stock Award, AT&T PSU Award and AT&T Option Award, in each case that is outstanding as of the Closing and held by an AT&T employee, will remain an award denominated in AT&T common stock with the same terms and conditions, provided that such award may be equitably adjusted to the extent needed to prevent the dilution or enlargement of rights thereunder as determined by the AT&T Compensation Committee to reflect the Distribution.

The treatment of AT&T equity-based awards is described in further detail in “The Transactions—Effects of the Distribution and the Merger on Outstanding AT&T Equity-Based Awards.”

Dissenters’ Rights/Rights of Appraisal

Under the Delaware General Corporation Law (the “DGCL”), a stockholder who does not vote in favor of certain mergers or consolidations and who is entitled to demand and has properly demanded appraisal of his or her shares in accordance with, and who complies in all respects with the requirements of Section 262 of the DGCL will be entitled to an appraisal by the Court of Chancery of the State of Delaware of the fair value of his or her shares. However, stockholders do not have appraisal rights if the shares of stock they hold, at the record date for determination of stockholders entitled to receive notice of the meeting of stockholders to act upon the merger or consolidation, are either (1) listed on a national securities exchange or (2) held of record by more than 2,000 holders. Further, no appraisal rights are available to stockholders of the surviving corporation if the merger did not require the vote of the stockholders of the surviving corporation. Notwithstanding the foregoing,

appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash instead of fractional shares or (d) any combination of clauses (a)–(c). Appraisal rights are also available under the DGCL in certain other circumstances, including in certain parent-subsidiary corporation mergers and in certain circumstances where the certificate of incorporation so provides.

Under the DGCL, Discovery stockholders are not entitled to appraisal rights in connection with the Transactions. The Discovery charter does not provide appraisal rights in any additional circumstance. As a result, no appraisal rights are available to holders of Discovery capital stock in connection with the Transactions.

In addition, no appraisal rights are available to holders of AT&T common stock in connection with the Exchange Offer or any pro rata distribution of shares of Spinco common stock.

Summary Risk Factors

There are a number of risks that you should understand before deciding how to vote for the proposals presented in this prospectus or making an investment decision regarding the Transactions. These risks are discussed more fully in “Risk Factors.” Any of these risks could materially adversely affect the business, financial condition and results of operations of Discovery, the WarnerMedia Business or WBD and the actual outcome of matters as to which forward-looking statements are made in this prospectus. These risks include, but are not limited to, the following:

•

The Transactions may not be completed on the terms or timeline currently contemplated, or at all, as Discovery and AT&T may be unable to satisfy the conditions or obtain the approvals required to complete the Transactions or such approvals may contain material restrictions or conditions.

•

If completed, the Transactions may not be successful or achieve their anticipated financial and other benefits, including the synergies Discovery expects to achieve, due to integration or other challenges.

•

Failure to complete the Transactions in a timely manner or at all could adversely affect Discovery’s stock price as well as its future business and its financial condition and results of operations.

•

Discovery stockholders will, in the aggregate, have a significantly reduced ownership and voting interest in WBD after the completion of the Transactions and will exercise less influence over management.

•

The Merger Agreement contains provisions that may discourage other companies from trying to acquire Discovery and limit Discovery’s ability to take certain corporate actions, and the pendency of the Transactions could have an adverse effect on Discovery’s stock price.

•

The calculation of the Merger Consideration will not be adjusted if there is a change in the value of the WarnerMedia Business or its assets or the value of Discovery before the Transactions are completed.

•

Discovery’s estimates and judgments related to the acquisition accounting models used to record the purchase price allocation could be inaccurate, and WBD could be required to recognize impairment charges related to goodwill and other intangible assets.

•

If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, the Distribution could result in significant tax liability, and Discovery may be obligated to indemnify AT&T for any such tax liability imposed on AT&T.

•

Discovery and the WarnerMedia Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

•

The historical financial information of the WarnerMedia Business may not be representative of its financial condition or results of operations if it had been operated independently of AT&T and, as a result, may not be a reliable indicator of its future results.

•

The unaudited pro forma condensed combined financial statements of Discovery and the WarnerMedia Business are not intended to reflect what the actual financial condition and results of operations would have been had Discovery and the WarnerMedia Business been a combined company for the periods presented, and therefore such pro forma financial information may not be indicative of WBD’s future operating performance.

•

WBD may be unable to provide (or obtain from third parties) the same types and level of services to the WarnerMedia Business that historically have been provided by AT&T or may be unable to provide (or obtain) them at the same cost.

•

Following the completion of the Transactions, WBD’s consolidated indebtedness will increase substantially from that of Discovery’s prior to the Transactions. This increased level of indebtedness could adversely affect WBD, including by decreasing its business flexibility.

•

The financial projections included in this prospectus are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, WBD’s actual operating results may differ materially from those forecasted for Discovery and the WarnerMedia Business and WBD may not achieve the increases in revenues and net earnings that Discovery expects as a result of the Transactions.

•

Discovery and the WarnerMedia Business operate in highly competitive industries, and if Discovery and the WarnerMedia Business are unable to compete effectively, WBD’s business, financial condition and results of operations could suffer.

•

The success of WBD’s business will depend on the acceptance of WBD’s entertainment, sports and news content by its U.S. and foreign viewers, which may be unpredictable and volatile.

•

There has been a shift in consumer behavior as a result of technological innovations and changes in the distribution of content, which may affect WBD’s viewership and the profitability of its business in unpredictable ways.

•

If WBD’s DTC products fail to attract and retain subscribers, WBD’s business, financial condition and results of operations may be adversely impacted.

•

WBD’s success will depend on attracting, developing, motivating and retaining talented people within its business. Significant shortfalls in recruitment or retention, or failure to adequately motivate employees, could adversely affect WBD’s ability to compete and achieve its strategic goals.

•

The COVID-19 pandemic has caused substantial disruption in theatrical and television production, financial markets and economies worldwide, which could result in adverse effects on the market price of WBD common stock and WBD’s business, operations and ability to raise capital.

•

Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact WBD’s business, financial condition and results of operations.

•

Theft of Discovery’s or the WarnerMedia Business’s content and unauthorized duplication, distribution and exhibition of such content may decrease revenue received from WBD’s programming and adversely affect its business, financial condition and results of operations.

•

WBD’s participation in multiemployer defined benefit pension plans could subject WBD to liabilities that could adversely affect WBD’s business, financial condition and results of operations.

•

WBD’s businesses may be subject to labor disruption.

Accounting Treatment

Accounting Standards Codification (“ASC”) 805, Business Combinations, requires the use of the acquisition method of accounting for business combinations. In applying the acquisition method, it is necessary to identify the accounting acquirer. In a business combination effected through an exchange of equity interests, such as the Merger, the entity that issues the interests is generally the accounting acquirer. In identifying Discovery as the accounting acquirer, Discovery’s conclusion is based primarily upon the following facts: (1) Discovery initiated the Transactions, will be the legal acquirer of Spinco and will transfer equity consideration to Spinco stockholders, (2) AT&T will receive up to approximately $43.0 billion of consideration as part of its disposition of the WarnerMedia Business, (3) the current Chief Executive Officer of Discovery will serve as Chief Executive Officer of WBD for a substantial period of time after the Transactions and will be primarily responsible for appointing the rest of the executive management team of WBD and the current Chief Financial Officer of Discovery will serve as Chief Financial Officer of WBD, (4) no stockholder or group of stockholders will hold a controlling interest in WBD after the completion of the Transactions and a Discovery stockholder is expected to have the largest minority interest in WBD and (5) AT&T will have no input on the strategic direction and management of WBD after the completion of the Transactions. See “The Transactions—Accounting Treatment.”

As a result of the identification of Discovery as the accounting acquirer, Discovery will apply the acquisition method of accounting to the assets acquired and liabilities assumed of the WarnerMedia Business upon completion of the Merger. Upon completion of the Transactions, the historical financial statements will reflect only the operations and financial condition of Discovery.

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following summary historical consolidated financial information of Discovery, summary historical consolidated financial information of AT&T, summary historical combined financial information of the WarnerMedia Business, summary unaudited pro forma condensed combined financial information of Discovery and the WarnerMedia Business and summary historical market price are being provided to help you in your analysis of the financial aspects of the Transactions. The summary unaudited pro forma condensed combined financial information of Discovery and the WarnerMedia Business have been prepared by Discovery for illustrative purposes only and are not necessarily indicative of what the operating results or financial position of Discovery or the WarnerMedia Business would have been had the Transactions been completed at the beginning of the periods or on the dates indicated, nor are they necessarily indicative of the results of operations or financial condition that may be expected for any future period or date. You should read this information in conjunction with the financial information included elsewhere and incorporated by reference into this prospectus. See “Where You Can Find More Information; Incorporation by Reference,” “Unaudited Pro Forma Condensed Combined Financial Statements of Discovery and the WarnerMedia Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the WarnerMedia Business,” “Historical Market Price” and “Parties to the Transactions.”

Summary Historical Consolidated Financial Information of Discovery

The following summary historical consolidated financial information of Discovery as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018 has been derived from Discovery’s historical audited consolidated financial statements and the notes thereto which are incorporated by reference into this prospectus. The summary historical consolidated balance sheet information of Discovery as of December 31, 2018 has been derived from Discovery’s historical audited consolidated financial statements and the notes thereto which are not incorporated by reference into this prospectus. The following summary historical consolidated financial information of Discovery as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020 has been derived from Discovery’s unaudited condensed consolidated financial statements and the notes thereto which are incorporated by reference into this prospectus. The summary historical consolidated balance sheet information of Discovery as of September 30, 2020 has been derived from Discovery’s unaudited condensed consolidated financial statements and the notes thereto which are not incorporated by reference into this prospectus. The summary historical consolidated financial information is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Discovery’s consolidated financial statements and unaudited condensed consolidated financial statements and the notes thereto included in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, each of which is incorporated by reference into this prospectus. See “Where You Can Find More Information; Incorporation by Reference.” Discovery’s historical consolidated financial information may not be indicative of the future performance of WBD following the Transactions. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”


	Nine Months Ended September 30,				Fiscal Years Ended December 31,
(dollars in millions, except per share amounts)	2021		2020		2020		2019		2018
Selected Statement of Operations Information:
Revenues	$	9,004	$	7,785	$	10,671	$	11,144	$	10,553
Operating income		1,504		2,027		2,515		3,009		1,934
Net income		1,106		1,037		1,355		2,213		681
Net income available to Discovery, Inc.		968		948		1,219		2,069		594


	Nine Months Ended September 30,				Fiscal Years Ended December 31,
(dollars in millions, except per share amounts)	2021		2020		2020		2019		2018
Net income per share allocated to Discovery, Inc. Series A, B and C common stockholders:
Basic	$	1.47	$	1.40	$	1.82	$	2.90	$	0.86
Diluted		1.46		1.40		1.81		2.88		0.86
Weighted average shares outstanding:
Basic		503		510		505		529		498
Diluted		665		677		672		711		688
Selected Balance Sheet Information:
Cash and cash equivalents	$	3,116	$	1,893	$	2,091	$	1,552	$	986
Total assets		34,318		33,438		34,087		33,735		32,550
Deferred income taxes		1,248		1,503		1,534		1,691		1,811
Long-term debt:
Current portion		349		336		335		609		1,819
Long-term portion		14,436		14,981		15,069		14,810		14,974
Total liabilities		20,920		21,398		21,704		21,769		22,033
Redeemable noncontrolling interests		358		443		383		442		415
Total Discovery, Inc. stockholders’ equity		11,611		10,087		10,464		9,891		8,386
Total equity	$	13,040	$	11,597	$	12,000	$	11,524	$	10,102

2021

•

In June 2021, Discovery sold its Great American Country network to Hicks Equity Partners for a sale price of $90 million. Discovery recorded gain of $76 million, based on net assets disposed of $14 million.

•

Certain sporting events that Discovery has rights to were canceled or postponed, thereby eliminating or deferring the related revenues and expenses, including the Tokyo 2020 Olympic Games, which occurred in July and August 2021. The postponement of the Olympic Games deferred both Olympic-related revenues and significant expenses from fiscal year 2020 to fiscal year 2021.

2020

•

Discovery recognized a goodwill impairment charge totaling $121 million for its Asia-Pacific reporting unit.

2019

•

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, which requires lessees to recognize almost all of their leases on the balance sheet by recording a right-of-use asset and lease liability. Discovery adopted ASU 2016-02 effective January 1, 2019 and such adoption resulted in recognition of operating lease right-of-use assets of $342 million and operating lease liabilities of $372 million. The operating lease right-of use assets recorded upon adoption were offset by prepaid and deferred rent balances and ASC 420 liabilities totaling approximately $30 million. In addition, capital lease obligations totaling $252 million as of December 31, 2018 (known as finance lease liabilities effective January 1, 2019) were reclassified from current and noncurrent debt to other components of current and noncurrent liabilities to conform with the new presentation. The adoption did not affect the pattern of expense recognition or cash flow presentation.

•

Discovery and BBC Studios dissolved their 50/50 joint venture, UKTV, a British multi-channel broadcaster (“UKTV”), with Discovery taking full control of UKTV’s three lifestyle channels. Total net assets received in the dissolution of UKTV was $396 million.

•

Discovery recognized a goodwill impairment charge totaling $155 million for its Asia-Pacific reporting unit.

2018

•

In March 2018, Discovery acquired Scripps. Scripps is a wholly owned subsidiary of Discovery whose total assets and total revenues represented approximately 55% and 29%, respectively, of Discovery’s related consolidated financial statement amounts as of and for the year ended December 31, 2018.

•

In April 2018, Discovery sold an 88% controlling equity stake in its Education Business to Francisco Partners for a sale price of $113 million. Discovery recorded a gain of $84 million based on net assets disposed of $44 million, including $40 million of goodwill.

•

For the year ended December 31, 2018, Discovery incurred transaction and integration costs for the Scripps acquisition of $110 million.

Summary Historical Consolidated Financial Information of AT&T

The following summary historical consolidated financial information of AT&T as of and for the years ended December 31, 2020, 2019 and 2018 has been derived from AT&T’s historical audited consolidated financial statements and the notes thereto which are incorporated by reference into this prospectus. The following summary historical consolidated financial information of AT&T as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020 has been derived from AT&T’s unaudited condensed consolidated financial statements and the notes thereto which are incorporated by reference into this prospectus. The summary historical consolidated financial information is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and AT&T’s consolidated financial statements and unaudited condensed consolidated financial statements and the notes thereto included in AT&T’s Annual Report on Form 10-K for the year ended December 31, 2020, Current Report on Form 8-K, as filed with the SEC on June 21, 2021 (which updates AT&T’s audited financial statements contained in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020) and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, each of which is incorporated by reference into this prospectus. See “Where You Can Find More Information; Incorporation by Reference.” AT&T’s historical consolidated financial information may not be indicative of the future performance of WBD following the Transactions. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”


Selected Financial Data	As of and for the Nine Months Ended				As of and for the Year Ended
	September 30, 2021		September 30, 2020		2020			2019		2018
	(Unaudited)
In millions except as noted
Operating results
Operating revenues	$	127,906	$	126,069	$	171,760		$	181,193	$	170,756
Operating expenses	$	109,867	$	108,919	$	165,355		$	153,238	$	144,660
Operating income	$	18,039	$	17,150	$	6,405		$	27,955	$	26,096
Net income	$	16,089	$	9,694	$	(3,821	)	$	14,975	$	19,953
Net income attributable to common stock	$	14,882	$	8,569	$	(5,369	)	$	13,900	$	19,370
Earnings per share attributable to common stock
Basic	$	2.07	$	1.19	$	(0.75	)	$	1.90	$	2.85
Diluted	$	2.07	$	1.19	$	(0.75	)	$	1.89	$	2.85
Cash dividends declared per common share	$	1.56	$	1.56	$	2.08		$	2.05	$	2.01
Balance Sheet
Total assets	$	547,107	$	538,553	$	525,761		$	551,669	$	531,864
Long-term debt	$	155,406	$	152,980	$	153,775		$	151,309	$	166,250
Total debt	$	179,161	$	158,878	$	157,245		$	163,147	$	176,505

Summary Historical Combined Financial Information of the WarnerMedia Business

The following summary historical combined financial information of the WarnerMedia Business as of and for the years ended December 31, 2020 and 2019 and as of and for the nine months ended September 30, 2021 has been derived from the WarnerMedia Business’s audited combined financial statements and the notes thereto which are included elsewhere in this prospectus and the summary historical combined financial information for the nine months ended September 30, 2020 has been derived from the WarnerMedia Business’s unaudited combined financial statements. The summary historical combined financial information is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the WarnerMedia Business” and the WarnerMedia Business’s audited and unaudited combined financial statements and the notes thereto included elsewhere in this prospectus. The WarnerMedia Business’s historical combined financial information is not indicative of the future performance of WBD following the Transactions. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”


(In millions)	For the Nine Months Ended September 30, 2021		For the Nine Months Ended September 30, 2020		For the Year Ended December 31, 2020			For the Year Ended December 31, 2019
			(Unaudited)
Operating Results
Operating revenues	$	24,163	$	20,439	$	28,146		$	32,926
Operating expenses	$	22,595	$	19,735	$	27,733		$	29,843
Operating income	$	1,568	$	704	$	413		$	3,083
Income (loss) before income taxes	$	1,185	$	507	$	(63	)	$	2,414
Net income	$	952	$	429	$	12		$	2,280

Summary Unaudited Pro Forma Condensed Combined Financial Information of Discovery and the WarnerMedia Business

The following summary unaudited pro forma condensed combined financial information of Discovery and the WarnerMedia Business is presented for informational purposes only and is not necessarily indicative of the financial position or results that would have occurred had the events been consummated as of the dates indicated, nor is it indicative of any future results. See “Risk Factors” for additional discussion of risk factors associated with the unaudited pro forma financial statements.

This information is only a summary and has been derived from and should be read in conjunction with Discovery’s audited consolidated financial statements and the notes thereto contained in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2020 and Discovery’s unaudited condensed consolidated financial statements and the notes thereto contained in Discovery’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, which are incorporated by reference into this prospectus, the WarnerMedia Business’s audited combined financial statements and the notes thereto included elsewhere in this prospectus and the more detailed unaudited pro forma condensed combined financial statements of Discovery and the WarnerMedia Business and the notes thereto included elsewhere in this prospectus. See “Where You Can Find More Information; Incorporation by Reference,” “Combined Financial Statements of the WarnerMedia Business” and “Unaudited Pro Forma Condensed Combined Financial Statements of Discovery and the WarnerMedia Business.”


Unaudited Pro forma Condensed Combined Statement of Operations Information:	Nine Months Ended September 30, 2021			Year Ended December 31, 2020
	(In millions)
Revenues:
Advertising	$	7,847		$	9,559
Distribution		15,680			18,454
Content		8,859			9,871
Other		700			842

Total revenues		33,086			38,726

Cost and expenses:
Costs of revenues		18,162			20,176
Selling, general and administrative		8,157			10,069
Depreciation and amortization		5,346			7,109
Impairment of goodwill and other intangible assets		—			130
Restructuring and other charges		63			1,521
Loss on disposition		151			50

Total costs and expenses		31,879			39,055

Operating income		1,207			(329	)
Interest expense, net		(1,534	)		(1,883	)
Loss on extinguishment of debt		(10	)		(76	)
Income (loss) from equity investees, net		(9	)		(254	)
Other income (expense), net		394			(82	)

Income (loss) before income taxes		48			(2,624	)
Income tax (expense) benefit		219			613

Net income (loss)		267			(2,011	)
Net income attributable to noncontrolling interest		(116	)		(124	)
Net income attributable to redeemable noncontrolling interest		(22	)		(12	)

Net income (loss) attributable to common stockholders	$	129		$	(2,147	)


Unaudited Pro Forma Condensed Combined Balance Sheet Information:	As of September 30, 2021
	(In millions)
Assets
Cash and cash equivalents	$	9,508
Total current assets		19,409
Total assets		158,772
Liabilities and Equity
Total current liabilities		13,988
Noncurrent portion of debt		57,761
Total liabilities		98,090
Total equity		60,324

Summary Historical Market Price

Historical market price data for Spinco does not exist, as Spinco currently is a wholly owned subsidiary of AT&T. As such, shares of Spinco common stock are not currently listed on a public stock exchange and are not publicly traded. Therefore, no market data is available for Spinco.

Shares of Discovery Series A common stock, Discovery Series B common stock and Discovery Series C common stock currently trade on Nasdaq under the symbols “DISCA,” “DISCB” and “DISCK,” respectively. Shares of AT&T common stock currently trade on the New York Stock Exchange (“NYSE”) under the symbol “T.” The following table sets forth the closing price per share of Discovery Series A common stock, Discovery Series B common stock and Discovery Series C common stock and AT&T common stock as reported on Nasdaq and the NYSE, respectively, as of May 14, 2021, the last trading day prior to the public announcement of the Transactions. For current price information, you are urged to consult publicly available sources.


Closing Price Per Share of:	As of May 14, 2021
DISCA	$	35.65
DISCB	$	70.44
DISCK	$	30.74
T	$	32.24

RISK FACTORS

You should carefully consider the following risks, together with the other information contained or incorporated by reference in this prospectus and the exhibits hereto. Some of the risks described below relate principally to the business and the industry in which WBD will operate after the Transactions, while others relate principally to the Transactions, participation in the Exchange Offer and the indebtedness of Discovery and WBD. The remaining risks relate principally to the securities markets generally and ownership of shares of WBD common stock. For a discussion of additional uncertainties associated with forward-looking statements in this prospectus, please see “Cautionary Note Regarding Forward-Looking Statements.” In addition, you should consider the risks associated with Discovery’s business that appear in Discovery’s Annual Report on Form 10-K for the year ended December 31, 2020 and Discovery’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021, which are incorporated by reference into this prospectus. For a description of the material risks relating to AT&T and the WarnerMedia Business, please read “Risk Factors” in AT&T’s Annual Report on Form 10-K for the year ended December 31, 2020 and AT&T’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, which are incorporated by reference in this prospectus. See “Where You Can Find More Information; Incorporation by Reference” for more information about the documents incorporated by reference in this prospectus.

Any of the following risks could materially adversely affect the business, financial condition and results of operations of Discovery, the WarnerMedia Business or WBD and the actual outcome of matters as to which forward-looking statements are made in this prospectus. In such case, the market price of WBD common stock could decline, and you could lose all or part of your investment. The risks described below are not the only risks that Discovery and the WarnerMedia Business currently face or that WBD will face after the completion of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially adversely affect WBD’s business, financial condition and results of operations or the market price of WBD common stock in the future. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risk Factors Relating to the Transactions

The completion of the Transactions is subject to numerous conditions, as described in this prospectus, including the occurrence of certain events contemplated by the Merger Agreement and the Separation Agreement (such as the Separation, approvals from governmental agencies and the receipt of Discovery stockholder approval for the Charter Amendment and the Share Issuance). Neither AT&T nor Discovery can make any assurances that the Transactions will be completed on the terms or timeline currently contemplated, or at all. Each of AT&T and Discovery has and will continue to expend time and resources and incur expenses related to the proposed Transactions. These expenses must be paid regardless of whether the Transactions are completed.

Although Discovery and AT&T have agreed to use reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the required governmental approvals or expiration or earlier termination of relevant waiting periods, as the case may be, there can be no assurance that the relevant waiting periods will expire or be terminated or that the relevant approvals will be obtained. As a condition to approving the Transactions, these governmental authorities may impose conditions, terms, obligations or restrictions or require divestitures or place restrictions on the conduct of WBD’s business after the completion of the Transactions. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing completion of the Transactions or imposing additional material costs on or materially limiting the revenues of WBD following the Transactions, or otherwise adversely affecting, including to a material extent, WBD’s business, financial condition and results of operations after the completion of the Transactions. If

Discovery or AT&T is required to divest assets or businesses, there can be no assurance that Discovery or AT&T will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures. There can be no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the Transactions.

In addition, Spinco will need to obtain debt financing to finance, in part, the Special Cash Payment and the Additional Amount and to otherwise fund the other Transactions and to pay the related transaction fees and expenses. Although the Commitment Letter and the Spinco Term Loan Credit Agreement have been entered into with various lenders, the obligations of the lenders under the Commitment Letter and the Spinco Term Loan Credit Agreement are subject to the satisfaction or waiver of customary conditions, including, among others, the absence of any material adverse effect on Discovery. Accordingly, there can be no assurance that these conditions will be satisfied or, if not satisfied, waived by the lenders. Furthermore, increased volatility and disruptions in the U.S. and global financial and equity markets may make it more difficult for Spinco to obtain financing or increase the cost of obtaining financing. If Spinco is not able to obtain alternative financing on commercially reasonable terms, it could prevent the completion of the Transactions or materially adversely affect WBD’s business, financial condition and results of operations if the Transactions are ultimately completed.

If completed, the Transactions may not be successful or achieve their anticipated financial and other benefits.

If the Transactions are completed, WBD may not be able to successfully realize anticipated growth opportunities and synergies, or integrate Discovery’s business and operations with the WarnerMedia Business’s business and operations. See “—Risk Factors Relating to the Combined Company Following the Transactions—Although Discovery expects that the Transactions will result in synergies and other benefits, WBD may not realize those benefits because of difficulties related to integration, the achievement of such synergies, and other challenges.”

After the Transactions, WBD will have significantly more revenue, expenses, assets and employees than Discovery did prior to the Transactions. Upon the completion of the Transactions, WBD will also assume certain liabilities of the WarnerMedia Business and take on other obligations (including collective bargaining agreements and multiemployer pension plans with respect to transferred employees). WBD may not successfully or cost-effectively integrate the WarnerMedia Business’s business and operations into Discovery’s existing business and operations. Even if WBD is able to integrate the combined businesses and operations successfully, this integration may not result in the realization of the full benefits of the synergies and other opportunities that Discovery currently expects from the Transactions within the anticipated time frame, or at all.

Failure to complete the Transactions in a timely manner or at all could adversely affect Discovery’s stock price as well as its future business and its financial condition and results of operations.

The satisfaction of the required conditions to the Closing could delay the completion of the Transactions for a significant period of time or prevent it from occurring. Further, there can be no assurance that the conditions to the Closing will be satisfied or waived or that the Transactions will be completed.

If the Transactions are not completed in a timely manner or at all, Discovery’s ongoing business may be adversely affected as follows:

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Discovery may experience negative reactions from the financial markets, and Discovery’s stock price could decline, including if and to the extent the current market price reflects an assumption that the Transactions will be completed;

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Discovery may experience negative reactions from employees, customers, suppliers or other third parties;

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Discovery may be subject to litigation, including stockholder litigation relating to the Reclassification and other matters relating to the Transactions, which could result in significant costs and expenses;

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Discovery management’s focus may have been diverted from day-to-day business operations and pursuing other opportunities that could have been beneficial to Discovery; and

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Discovery’s costs of pursuing the Transactions may be higher than anticipated and significant expenses, such as for legal, advisory and financial services, generally must be paid regardless of whether the Transactions are completed.

In addition to the above risks, Discovery may be required, under certain circumstances, to pay AT&T the Discovery Termination Fee and/or to reimburse or indemnify AT&T for certain of its expenses. If the Transactions are not completed, there can be no assurance that these risks will not materialize and will not materially adversely affect Discovery’s stock price, business, financial condition and results of operations.

The Merger Agreement contains provisions that may discourage other companies from trying to acquire Discovery.

The Merger Agreement contains provisions that may discourage a third party from submitting a business combination proposal to Discovery prior to the completion of the Transactions that might result in greater value to Discovery stockholders than the Transactions. The Merger Agreement generally prohibits Discovery from soliciting any alternative transaction proposal and Discovery must hold a meeting of its stockholders to vote on the Charter Amendment and the Share Issuance even if an unsolicited alternative transaction proposal is received that the Discovery Board determines is superior to the Transactions. In addition, before the Discovery Board may withdraw or modify its recommendation in response to, or terminate the Merger Agreement to enter into an agreement with respect to, a superior proposal, AT&T is required to be given the opportunity to negotiate with Discovery to modify the terms of the Transactions. If the Merger Agreement is terminated by Discovery or AT&T in certain limited circumstances, Discovery may be obligated to pay the Discovery Termination Fee to AT&T, which would represent an additional cost for a potential third party seeking a business combination with Discovery.

The calculation of the number of shares of WBD common stock to be issued to holders of Spinco common stock in the Merger is based on fixed percentages and will not be adjusted if the relative value of the business or assets of the WarnerMedia Business and Discovery change prior to the completion of the Merger. Discovery may not be permitted to terminate the Merger Agreement because of changes in the value of the WarnerMedia Business or its assets. Discovery will not be permitted to terminate the Merger Agreement solely because of changes in Discovery’s stock price.

The pendency of the Transactions could have an adverse effect on Discovery’s stock price as well as the business, financial condition and results of operations of Discovery and the WarnerMedia Business.

The pendency of the Transactions could cause disruptions to Discovery’s and the WarnerMedia Business’s businesses or business relationships, which could have an adverse impact on results of operations. Parties with which Discovery or the WarnerMedia Business have business relationships, including distributors, advertisers and content providers, may be uncertain as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with Discovery or the WarnerMedia Business. Parties with which Discovery or the WarnerMedia Business otherwise may have sought to establish business relationships may also seek alternative relationships with third parties. In addition, current and prospective employees of Discovery or the WarnerMedia Business may experience uncertainty regarding their future roles with WBD, which might adversely affect Discovery’s and the WarnerMedia Business’s ability to retain, recruit and motivate key personnel and maintain overall employee morale. Should they occur, any of these events could materially adversely affect Discovery’s stock price or harm the business, financial condition and results of operations of Discovery or the WarnerMedia Business.

Discovery’s estimates and judgments related to the acquisition accounting models used to record the purchase price allocation could be inaccurate.

Discovery management will make significant accounting judgments and estimates in connection with the application of acquisition accounting under generally accepted accounting principles in the United States (“GAAP”) and the underlying valuation models. WBD’s business, financial condition and results of operations could be materially adversely impacted in future periods if Discovery management’s accounting judgments and estimates related to these models prove to be inaccurate.

WBD could be required to recognize impairment charges related to goodwill and other intangible assets.

The Transactions will add approximately $78.1 billion of goodwill and other intangible assets to Discovery’s consolidated balance sheet. In accordance with GAAP, Discovery management periodically assesses these assets to determine if they are impaired. Significant negative industry or economic trends, including the ongoing effects of the COVID-19 pandemic, disruptions to WBD’s business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets, divestitures and market capitalization declines may impair WBD’s goodwill and other intangible assets. Any charges relating to such impairments could materially adversely affect WBD’s results of operations in the periods recognized.

Discovery expects to incur significant costs associated with the Transactions that could adversely affect the business, financial condition and results of operations of WBD following the completion of the Transactions.

In connection with the Transactions, Discovery has incurred and will continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting advice and services, and other transaction costs, including costs related to the Discovery special meeting, the Reclassification, the issuance, registration and listing of WBD common stock, consulting and other services related to integration planning, transition services provided to Spinco by AT&T, and adjustments to the Special Cash Payment for expenses of the WarnerMedia Business. The substantial majority of these costs will be non-recurring expenses relating to the Transactions, and many of these costs are payable regardless of whether or not the Transactions are completed. Discovery anticipates that it will incur approximately $0.7 billion of costs relating to the signing and closing of the Transactions; these transaction costs do not include an additional approximately $1.5 billion in one-time cash costs during the first year following the completion of the Transactions that Discovery believes will be necessary to realize the anticipated cost synergies from the Transactions. No assurances of the timing or amount of synergies able to be captured, or the timing or amount of costs necessary to achieve those synergies, can be provided.

Some of the factors affecting the costs associated with the Transactions include the complexity and timing of the completion of the Transactions, the resources required in integrating the WarnerMedia Business with Discovery’s existing businesses and the length of time during which transition services are provided to Spinco by AT&T. The amount and timing of any such charges could materially adversely affect WBD’s business, financial condition and results of operations following the completion of the Transactions. Discovery could also be subject to litigation related to the proposed Merger, which could prevent or delay the completion of the Transactions and result in the incurrence of additional significant costs and expenses.

Discovery is required to abide by potentially significant restrictions which could limit Discovery’s ability to undertake certain corporate actions that otherwise could be advantageous.

The Merger Agreement restricts Discovery from taking specified actions without AT&T’s consent until the Transactions are completed or the Merger Agreement is terminated, including making certain significant acquisitions or investments, entering into certain new lines of business, incurring certain indebtedness in excess of certain thresholds, making non-ordinary course capital expenditures, amending or modifying certain contracts, divesting certain assets (including certain intellectual property rights) and making certain non-ordinary course changes to personnel and employee compensation. These restrictions and other more fully described in “The

Merger Agreement—Conduct of Business Pending the Merger” may affect Discovery’s ability to execute its business strategies and attain its financial and other goals and may impact Discovery’s business, financial condition and results of operations.

The Tax Matters Agreement generally prohibits AT&T, Spinco and Discovery and their respective subsidiaries from taking certain actions that could cause the Distribution, the Merger or certain related Transactions to fail to qualify as tax-free transactions. Among other things, subject to certain exceptions, for a two-year period following the Distribution Date, Discovery and its subsidiaries immediately prior to the effective time of the Merger and, after the effective time of the Merger, the entities comprising the Spinco Group, including any predecessors or successors thereto (other than those entities comprising the AT&T Group) (the “Discovery Group”), may not:

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enter into any transaction or series of transactions as a result of which one or more persons would (directly or indirectly) acquire an amount of stock of Spinco or WBD that, when combined with certain other changes in ownership of stock in Spinco or WBD (including the Merger), would equal or exceed 45% of the stock of Spinco or WBD, as applicable, by vote or value;

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merge or consolidate WBD with any other person, unless WBD is the survivor of the merger or consolidation;

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fail to be actively engaged in the conduct of the active trade or business described in the IRS Ruling;

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sell or otherwise dispose of more than 35% of the gross assets of Spinco and its subsidiaries or more than 35% of the gross assets of the WarnerMedia Business;

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redeem or repurchase any stock of WBD, other than in certain open-market or similar transactions;

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take any action affecting the voting rights of the stock of WBD;

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liquidate or partially liquidate Spinco for U.S. federal income tax purposes;

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merge Spinco with any other person, unless Spinco is the survivor of the merger;

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take any action or actions that, individually or in the aggregate, would be reasonably likely to result in one or more persons acquiring stock, directly or indirectly, representing a 50% or greater interest in Spinco or to adversely affect the tax-free status of the Distribution, the Merger, or certain related Transactions; or

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adopt a plan or enter into any agreement to do any of foregoing.

If the Discovery Group intends to take any action that is otherwise prohibited by the Tax Matters Agreement (as described above), prior to taking such action WBD is required to (1) obtain a favorable IRS ruling or an unqualified tax opinion, in each case, reasonably satisfactory to AT&T to the effect that such action will not affect the tax-free status of the Distribution, the Merger or such related Transactions (and AT&T will be required to cooperate in good faith in connection with WBD’s efforts to obtain such IRS ruling or unqualified tax opinion) or (2) receive from AT&T a written waiver of the requirement to obtain such IRS ruling or unqualified tax opinion. These restrictions may limit WBD’s ability to pursue certain strategic transactions or engage in other transactions, including using WBD common stock to make acquisitions and in connection with equity capital market transactions or disposing of certain assets that might increase the value of the combined company. See “Other Agreements Related to the Transactions—Tax Matters Agreement.”

The Distribution could result in significant tax liability, and Discovery may be obligated to indemnify AT&T for any such tax liability imposed on AT&T.

The completion of the Distribution, the Merger and certain related Transactions are conditioned upon the receipt by AT&T, with a copy to Discovery, of (1) the Tax Opinions to the effect that, among other things, for U.S. federal income tax purposes, (a) the Distribution, taken together with certain related Transactions, will qualify as a “reorganization” under Section 368(a)(1)(D) of the Code and a tax-free distribution under

Section 355 of the Code and that certain other related Transactions will qualify for their intended tax-free treatment and (b) the Merger will qualify as a “reorganization” under Section 368(a) of the Code and (2) the IRS Ruling regarding the qualification of the Distribution and certain related Transactions for tax-free treatment. Provided that such Transactions so qualify, AT&T stockholders generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of Spinco common stock in the Distribution or WBD common stock in the Merger (except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of WBD common stock) and AT&T generally will not recognize income, gain or loss for U.S. federal income tax purposes, other than as a result of certain intercompany transactions undertaken prior to or in anticipation of the Distribution, potentially gain to the extent the Special Cash Payment exceeds AT&T’s adjusted tax basis in the WarnerMedia Business and in certain other circumstances.

In rendering the Tax Opinions, AT&T’s tax counsel will rely on, among other things, (1) customary representations and covenants made by AT&T, Spinco and Discovery, (2) specified assumptions, including an assumption regarding the completion of the Distribution, Merger, and certain related Transactions in the manner contemplated by the Transaction Documents and (3) if the IRS Ruling is obtained, the IRS Ruling. If any of those representations, covenants or assumptions is inaccurate, or the facts upon which the Tax Opinions will be based are materially different from the facts at the time of the Distribution, the conclusions expressed in the Tax Opinions may be incorrect and the Distribution may not qualify (in whole or part) for tax-free treatment. Opinions of counsel are not binding on the IRS. As a result, to the extent a conclusion expressed in the Tax Opinions is not also covered in the IRS Ruling, such conclusion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to AT&T and its stockholders could be materially less favorable. Additionally, although the IRS Ruling would generally be binding on the IRS, AT&T, Spinco and Discovery will not be able to rely on the IRS Ruling if the factual representations made to the IRS in connection with the IRS Ruling request prove to be inaccurate or incomplete in any material respect, or if undertakings made to the IRS in connection with the request for the IRS Ruling are not satisfied. If this were to occur, the Distribution (including the Exchange Offer and Clean-Up Spin-Off) may not qualify (in whole or part) for tax-free treatment. As a result, the tax consequences to AT&T and its stockholders could be materially less favorable. See “Material U.S. Federal Income Tax Consequences.”

Even if the Distribution were otherwise to qualify generally for non-recognition treatment under Sections 368(a)(1)(D) and 355 of the Code, the Distribution would be taxable to AT&T (but not to AT&T stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of AT&T or Spinco, directly or indirectly (including through acquisitions of the stock of WBD after the completion of the Merger), as part of a plan or series of related transactions that includes the Distribution. For this purpose, any acquisitions of AT&T or Spinco common stock (including through acquisitions of the stock of WBD after the completion of the Merger) within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be part of such a plan, although AT&T, Spinco or WBD, as the case may be, may be able to rebut that presumption, depending on the facts and circumstances. For purposes of this test, the Merger will be treated as part of such a plan. If the IRS were to determine that other acquisitions of AT&T common stock or Spinco common stock (including through acquisitions of the stock of WBD after the completion of the Merger), either before or after the Distribution, were part of a plan or series of related transactions that included the Distribution, such determination, if sustained, could result in the recognition of a material amount of taxable gain by AT&T under Section 355(e) of the Code.

In general, if the Discovery Group (1) breaches certain representations and warranties made by Discovery (or by Spinco solely to the extent relating to any tax period beginning after the Merger) in the tax representation letters relating to the Transactions or the IRS Ruling or (2) takes certain actions that are generally prohibited by the Tax Matters Agreement (as described in further detail above), without regard to whether WBD obtained an IRS ruling or an unqualified tax opinion or received AT&T’s prior written consent to take such action, and such breach or action results in indemnifiable tax-related losses (e.g., increased taxes, penalties and interest) under the Tax Matters Agreement, the Discovery Group generally is required to indemnify AT&T for such tax-related losses. If the Distribution were to be taxable to AT&T, and the Discovery Group were required to indemnify

AT&T for tax-related losses, then this indemnification obligation could be substantial and could have a material adverse effect on Discovery.

In addition, changes in tax law could adversely affect the intended tax treatment of the Transactions or could adversely affect AT&T’s ability to receive the Tax Opinions or IRS Ruling or AT&T’s or WBD’s ability to rely on the Tax Opinions or IRS Ruling. For example, legislative proposals in the United States have included provisions that relate to the tax treatment of the Transactions. While the most recent versions of such proposals are not expected to materially impact the intended tax treatment of the Transactions, it is not possible at this time to predict the outcome of these or other proposals.

If the Merger does not qualify as a tax-free reorganization under Section 368 of the Code, participating AT&T stockholders that hold Spinco common stock may have significant tax liability.

As described above, the completion of the Merger is conditioned upon the receipt by AT&T, with a copy to Discovery, of a Tax Opinion substantially to the effect that the Merger will qualify as a “reorganization” under Section 368(a) of the Code. Provided that the Merger so qualifies, participating AT&T stockholders that hold Spinco common stock generally will not recognize any income, gain or loss for U.S. federal income tax purposes upon the receipt of WBD common stock in the Merger (except for any gain or loss recognized with respect to the receipt of cash in lieu of fractional shares of WBD common stock).

In rendering the Tax Opinion, AT&T’s tax counsel will rely on, among other things, (1) customary representations and covenants made by AT&T, Spinco and Discovery and (2) specified assumptions, including an assumption regarding the completion of the Distribution, Merger, and certain related Transactions in the manner contemplated by the Transaction Documents. If any of those representations, covenants or assumptions are inaccurate, or the facts upon which the Tax Opinion will be based are materially different from the facts at the time of the Merger, the conclusions expressed in the Tax Opinion may be incorrect and the Merger may not qualify (in whole or part) for tax-free treatment. Opinions of counsel are not binding on the IRS. As a result, the conclusions expressed in the Tax Opinion could be challenged by the IRS, and if the IRS prevails in such challenge, the tax consequences to Spinco and holders of Spinco common stock could be materially less favorable. If the Merger were taxable, holders of Spinco common stock would generally be considered to have made a taxable sale of their shares of Spinco common stock to Discovery and would generally recognize taxable gain or loss on their receipt of WBD common stock in the Merger. See “Material U.S. Federal Income Tax Consequences.”

Some of Discovery’s directors and executive officers have interests in completing the Transactions that may be different from, or in addition to, those of other Discovery stockholders.

You should be aware that certain of Discovery’s directors and executive officers have financial interests in the Transactions that may be different from, or in addition to, the interests of Discovery stockholders generally. The members of the Discovery Board were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Transactions, including the Merger, and in recommending to Discovery stockholders that they vote to approve the Charter Amendment proposals, the Share Issuance proposal and the “Golden Parachute” Compensation proposal.

For a description of the benefits that Discovery’s executive officers and directors may receive as a result of these interests, see “The Transactions—Interests of Discovery’s Directors and Executive Officers in the Transactions.”

Discovery and the WarnerMedia Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Discovery and the WarnerMedia Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions. Uncertainty about the effect of the Transactions on

the employees of Discovery and the WarnerMedia Business may impair Discovery’s and the WarnerMedia Business’s ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Discovery or the WarnerMedia Business after their combination. The departure of employees of Discovery or the WarnerMedia Business because of the uncertainty or perceived difficulties of integration or a desire not to become employees of WBD after the Transactions could have a material adverse effect on Discovery and the WarnerMedia Business and Discovery’s ability to realize the anticipated financial and other benefits of the Transactions.

Discovery, by acquiring Spinco in the Merger, will, on a consolidated basis, assume and be responsible for all WarnerMedia Liabilities following the completion of the Transactions, and is acquiring the WarnerMedia Assets on an “as is,” “where is” and “with all faults” basis.

As described in “The Separation Agreement,” the Spinco Group, which is being acquired by Discovery in the Merger, will accept, assume, agree to pay, discharge, fulfill, and to the extent applicable, comply with on a timely basis, the WarnerMedia Liabilities, regardless of (1) when or where such liabilities arose or arise (whether arising prior to, at or after the Distribution), (2) where or against whom such liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any of AT&T and each of its subsidiaries and any legal predecessors thereto, but excluding any member of the Spinco Group (the “AT&T Group”), or any member of the Spinco Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, subsidiaries or affiliates and (4) which entity is named in any action associated with any liability. The Separation Agreement further provides that the WarnerMedia Assets are being conveyed to Discovery on an “as is,” “where is” and “with all faults” basis, and while AT&T is subject to certain indemnification obligations in favor of Spinco and Discovery under the Separation Agreement, these are generally limited to indemnification for certain indemnifiable losses to the extent relating to, arising out of or resulting from the liabilities retained by AT&T (or any third party claims related thereto) or any breach by AT&T of any provision of the Separation Agreement. See “The Separation Agreement” for a detailed description of the WarnerMedia Liabilities that the Spinco Group is assuming in the Transactions.

Furthermore, while the Merger Agreement contains certain representations and warranties about the WarnerMedia Business, the Merger Agreement provides that all representations and warranties of the parties contained therein will not survive the effective time of the Merger. Accordingly, there are no remedies available to the parties with respect to any breach of representations of the parties to the Merger Agreement after the effective time of the Merger, except for certain rights the party may have under applicable law to bring a claim for intentional fraud with respect to any representation or warranty made in the Merger Agreement. With respect to the other Ancillary Agreements drafted at the time of the filing of this prospectus, other than in the case of the Tax Matters Agreement, they do not contain any representations or warranties in favor of Discovery.

As such, notwithstanding whether any WarnerMedia Liability or any issue with a WarnerMedia Asset is related to a breach of a representation or warranty in the Merger Agreement, Spinco, and by virtue of the Merger, WBD, will bear full responsibility for any and all WarnerMedia Liabilities and any issues with WarnerMedia Assets following the completion of the Transactions. To the extent any such WarnerMedia Liabilities are larger than anticipated, or an issue with a WarnerMedia Asset prohibits the WarnerMedia Business from performing as planned, they could have a material adverse impact on the business, financial condition and results of operations of WBD.

Risk Factors Relating to the Exchange Offer

Tendering AT&T stockholders may receive a reduced premium or may not receive any premium in the Exchange Offer.

The Exchange Offer is designed to permit AT&T stockholders to exchange their shares of AT&T common stock for shares of Spinco common stock at a % discount to the per-share value of Spinco common stock,

calculated as set forth in this prospectus. Stated another way, for each $100 of a stockholder’s AT&T common stock accepted in the Exchange Offer, such stockholder will receive approximately $ of Spinco common stock (subject to the exception described below). The value of the AT&T common stock will be based on the calculated per-share value of AT&T common stock on the NYSE and the value of the shares of Spinco common stock will be based on the calculated per-share value of Discovery Series A common stock on Nasdaq, in each case determined by reference to the simple arithmetic average of the daily VWAP on each of the Valuation Dates.

The number of shares of Spinco common stock an AT&T stockholder can receive is, however, subject to an upper limit of shares of Spinco common stock for each share of AT&T common stock accepted in the Exchange Offer. As a result, an AT&T stockholder may receive less than $ of Spinco common stock for each $100 of AT&T common stock, depending on the calculated per-share value of AT&T common stock and the calculated per-share value of Spinco common stock at the expiration date. Because of the limit on the number of shares of Spinco common stock an AT&T stockholder will receive in the Exchange Offer, if there is a drop of sufficient magnitude in the trading price of Discovery Series A common stock relative to the trading price of AT&T common stock, and/or if there is an increase of sufficient magnitude in the trading price of AT&T common stock relative to the trading price of Discovery Series A common stock, in each case such that the upper limit is in effect, an AT&T stockholder would not receive $ of Spinco common stock for each $100 of AT&T common stock, and could receive much less.

There are also risks associated with calculating the exchange ratio as of the Valuation Dates and not using the closing prices of AT&T common stock and Discovery Series A common stock on the expiration date of the Exchange Offer, such that an AT&T stockholder could receive fewer shares of Spinco common stock than such stockholder would have received if the exchange ratio were determined using the closing prices of AT&T common stock and Discovery Series A common stock on the expiration date of the Exchange Offer. For example, if the trading price of AT&T common stock were to increase during the last two full trading days of the Exchange Offer, the average AT&T stock price used to calculate the exchange ratio would likely be lower than the closing price of shares of AT&T common stock on the expiration date of the Exchange Offer. As a result, an AT&T stockholder would receive fewer shares of Spinco common stock, and therefore effectively fewer shares of WBD common stock, for each $100 of shares of AT&T common stock, than such stockholder would have if the AT&T stock price were calculated on the basis of the closing price of shares of AT&T common stock on the expiration date of the Exchange Offer or on the basis of an averaging period that includes the last two full trading days prior to the expiration of the Exchange Offer period. Similarly, if the trading price of Discovery Series A common stock were to decrease during the last two full trading days prior to the expiration of the Exchange Offer period, the average Discovery Series A common stock price used to calculate the exchange ratio would likely be higher than the closing price of Discovery Series A common stock on the last full trading day prior to the expiration date. This could also result in an AT&T stockholder receiving fewer shares of Spinco common stock, and therefore effectively fewer shares of WBD common stock, for each $100 of AT&T common stock, than such stockholder would otherwise receive if the Discovery Series A common stock price were calculated on the basis of the closing price of Discovery Series A common stock on the last full trading day prior to the expiration date or on the basis of an averaging period that included the last two full trading days prior to the expiration of the Exchange Offer period.

Tendering AT&T stockholders may not able to sell shares of WBD common stock received in the Merger at prices comparable to the calculated per-share value of Spinco common stock used for purposes of or on the expiration date of the Exchange Offer.

There is no assurance that holders of shares of AT&T common stock that are exchanged for shares of Spinco common stock in the Exchange Offer will be able to sell the shares of WBD common stock after receipt in the Merger at prices comparable to the calculated per-share value of Spinco common stock used for purposes of or at the expiration date of the Exchange Offer. For example, while AT&T is offering all of the shares of Spinco common stock in the Exchange Offer, if the Exchange Offer is not fully subscribed, shares of Spinco common stock will also be distributed in a Clean-Up Spin-Off. These shares of Spinco common stock will convert into WBD common stock in the Merger. AT&T stockholders who receive WBD common stock as a result of a potential Clean-Up Spin-Off may not want to be WBD common stockholders and may sell those shares immediately in the public market. It is possible that some AT&T stockholders would sell the WBD common stock they receive if, for reasons such as WBD’s business profile or market capitalization, WBD does not fit their investment objectives, or in the case of index funds, WBD is not a participant in the index in which they are investing. The sales of significant amounts of WBD common stock relating to the above events or the perception in the market that such sales will occur may decrease the market price of WBD common stock.

AT&T stockholders receiving shares of Spinco common stock in the Exchange Offer or a potential Clean-Up Spin-Off that have not completed the necessary documents may experience a delay prior to receiving their shares of WBD common stock or their cash in lieu of fractional shares, if any.

Holders of AT&T common stock participating in the Exchange Offer will receive their shares of WBD common stock or cash in lieu of fractional shares, if any, only upon surrender of all necessary documents, duly executed, to the Exchange Agent. In general, until the distribution of the shares of WBD common stock to the individual stockholder has been completed, the relevant holder of WBD common stock will not be able to sell its shares of WBD common stock. Consequently, in case the market price for WBD common stock should decrease during that period, the relevant stockholder (which are AT&T stockholders receiving shares of Spinco common stock in the Exchange Offer or in a potential Clean-Up Spin-Off) may not be able to stop any losses by selling the shares of WBD common stock. Similarly, the former holders of Spinco common stock who received cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant stockholder has been completed, and they will not receive interest payments for this time period.

The trading prices of Discovery Series A common stock may not be an appropriate proxy for the prices of Spinco common stock.

The calculated per-share value for Spinco common stock is based on the trading prices for Discovery Series A common stock, which may not be an appropriate proxy for the prices of Spinco common stock. There is currently no trading market for Spinco common stock and no such market will be established in the future. Immediately following the completion of the Exchange Offer, Merger Sub will be merged with and into Spinco, and Spinco will continue as the surviving company and a wholly owned subsidiary of WBD. In the Merger, each issued and outstanding share of Spinco common stock will automatically convert into the right to receive a number of fully paid and nonassessable shares of WBD common stock such that immediately after the Merger, such holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” There can be no assurance, however, that WBD common stock after the Transactions will trade on the same basis as Discovery Series A common stock trades prior to the completion of the Transactions. In addition, it is possible that the trading prices of Discovery Series A common stock prior to the completion of the Transactions will not be indicative of the anticipated value of WBD common stock after

the Transactions, including the Reclassification. For example, trading prices of Discovery Series A common stock on the Valuation Dates could reflect some uncertainty as to the timing or the completion of the Transactions or could reflect trading activity by investors seeking to profit from market arbitrage.

As a result of the Pricing Mechanism (as defined below) utilized in the Exchange Offer, the exchange ratio for the Exchange Offer will not be fixed prior to the launch of the Exchange Offer, but instead will be determined while the Exchange Offer is open, creating a risk of arbitrage trading during the Exchange Offer that could impact the final exchange ratio.

The Exchange Offer does not establish a fixed exchange ratio at the outset of the Exchange Offer. Rather, the Exchange Offer price is expressed as a ratio of Spinco common stock for each $100 of AT&T common stock validly tendered and not withdrawn pursuant to the Exchange Offer (subject to the limit on the exchange ratio that could result from the upper limit, as described in greater detailed in this prospectus). The Exchange Offer’s pricing mechanism (the “Pricing Mechanism”) will calculate the values of AT&T common stock and Spinco common stock by reference to a simple arithmetic average of daily VWAPs over the three Valuation Dates. The per-share values for AT&T common stock will be determined by AT&T by reference to the simple arithmetic average of the daily VWAP of AT&T common stock on the NYSE over the three Valuation Dates. Similarly, the per-share values for Spinco common stock will be determined by AT&T by reference to the simple arithmetic average of the daily VWAP of Discovery Series A common stock on Nasdaq over the Valuation Dates (since each share of Spinco common stock will be exchanged for approximately one share of WBD common stock in the Merger). If the Exchange Offer is extended, the Valuation Dates will reset to the period of three consecutive trading days ending on and including the second trading day preceding the revised expiration date, as may be extended. The final exchange ratio will be announced by press release and be available on the website https://www.dfking.com/warnermediadistribution, in each case by 11:59 p.m., New York City time, at the end of the second trading day preceding the expiration of the Exchange Offer, as may be extended, and therefore provides for a two business day window between pricing and the Exchange Offer’s expiration. See “The Exchange Offer—Terms of the Exchange Offer—Pricing Mechanism.”

As the Pricing Mechanism results in the final exchange ratio being fixed two business days before the expiration of the Exchange Offer, the value of AT&T common stock and Discovery Series A common stock may change after the final exchange ratio is fixed by the Pricing Mechanism. The difference between the changing prices of publicly traded AT&T common stock and Discovery Series A common stock and the fixed exchange ratio could allow for investors to engage in arbitrage trading during the final two business days prior to the expiration of the Exchange Offer, which could affect the price of AT&T common stock, Discovery Series A common stock or both. Such trading could impact the market value of the consideration received by holders of AT&T common stock participating in the Exchange Offer on and after the date of receipt thereof.

Arbitrage trading during the Exchange Offer could adversely impact the price of Discovery Series A common stock and WBD common stock.

The shares of Spinco common stock to be received by holders of AT&T common stock who validly tender such stock in the Exchange Offer will be issued at a discount to the per-share value of Discovery Series A common stock. During the Exchange Offer, the existence of this discount could negatively affect the market price of Discovery Series A common stock. See “The Exchange Offer—Terms of the Exchange Offer—General.” Prospective buyers of WBD common stock could choose to acquire shares of WBD common stock indirectly by purchasing shares of AT&T common stock and then tendering such shares in the Exchange Offer. Additionally, certain market participants may use a hedging strategy to manage risk in the context of split-off transactions that involves shorting Discovery Series A common stock. Both occurrences, or either individually, could result in a decrease in the price of Discovery Series A common stock during the Exchange Offer. See “The Exchange Offer—Terms of the Exchange Offer—General.”

AT&T stockholders’ investment will be subject to different risks after the Exchange Offer regardless of whether they elect to participate in the Exchange Offer.

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If AT&T stockholders tender all of their shares of AT&T common stock and such shares are accepted and the Exchange Offer is not oversubscribed, then they will no longer have an interest in AT&T, but instead they will directly own an interest in WBD. As a result, their investment will be subject exclusively to risks associated with WBD after completion of the Transactions and not risks associated solely with AT&T.

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If AT&T stockholders tender all of their shares of AT&T common stock and the Exchange Offer is oversubscribed, then the offer will be subject to the proration procedures described elsewhere in this prospectus and, unless their odd-lot tender is not subject to proration, such AT&T stockholders will own an interest in both AT&T and WBD. As a result, their investment will be subject to risks associated with both AT&T and WBD.

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If AT&T stockholders exchange some, but not all, of their shares of AT&T common stock, then regardless of whether the Exchange Offer is fully subscribed, the number of shares of AT&T common stock they own will decrease (unless they otherwise acquire shares of AT&T common stock), while the number of shares of Spinco common stock, and therefore effectively shares of WBD common stock, they own will increase. As a result, their investment will be subject to risks associated with both AT&T and WBD.

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In addition to the consequences of the Exchange Offer described above, in the event the Exchange Offer is not fully subscribed and AT&T completes a Clean-Up Spin-Off, all AT&T stockholders that remain stockholders of AT&T following the completion of the Exchange Offer will receive shares of Spinco common stock (which will automatically convert into shares of WBD common stock in the Merger (although they may instead receive only cash in lieu of a fractional share)). As a result, their investment may be subject to risks associated with both AT&T and WBD.

Whether or not AT&T stockholders tender their shares of AT&T common stock, any AT&T shares they hold after the completion of the Exchange Offer will reflect a different investment from the investment they previously held because AT&T will no longer own the WarnerMedia Business.

Risk Factors Relating to the Combined Company Following the Transactions

Sales of WBD common stock after the Transactions may negatively affect the market price of WBD common stock.

The shares of WBD common stock to be issued in the Transactions to holders of Spinco common stock will generally be eligible for immediate resale. The market price of WBD common stock could decline as a result of sales of a large number of shares of WBD common stock in the market after the completion of the Transactions or even the perception that these sales could occur.

It is possible that some AT&T stockholders would sell the WBD common stock they receive if, for reasons such as WBD’s business profile or market capitalization, WBD does not fit their investment objectives, or in the case of index funds, WBD is not a participant in the index in which they are investing. These sales, or the possibility that these sales may occur, may also make it more difficult for WBD to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

It is expected that the WBD common stock outstanding on a fully diluted basis following the Reclassification and immediately prior to the Merger will represent, in the aggregate, approximately 29% of WBD common stock outstanding on a fully diluted basis immediately following the Transactions. As a result of the Transactions, including the significant increase in outstanding WBD common stock and the Reclassification, the market price of WBD common stock could be significantly different from the reported closing prices on Nasdaq of Discovery Series A common stock, Discovery Series B common stock and Discovery Series C common stock prior to the completion of the Transactions.

The WarnerMedia Business is currently operated by AT&T. The WarnerMedia Business’s historical combined financial statements have been prepared on a “carve-out” basis from AT&T’s consolidated financial statements using the historical results of operations, assets and liabilities of the WarnerMedia Business and include allocations of expenses from AT&T. As a result, the WarnerMedia Business’s historical financial statements may not necessarily reflect what its financial condition and results operations would have been had the WarnerMedia Business operated as a standalone entity during the periods presented. For example, in preparing the financial statements of the WarnerMedia Business, AT&T made allocations of costs and AT&T corporate expenses deemed to be attributable to the WarnerMedia Business. However, these costs and expenses reflect the costs and expenses attributable to the WarnerMedia Business operated as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the WarnerMedia Business had it been operated independently or costs and expenses that would be incurred by WBD. As a result, the historical financial information of the WarnerMedia Business may not be a reliable indicator of future results, and actual results may be materially different from those reflected in the historical financial statements.

Because Discovery will combine with the WarnerMedia Business only upon completion of the Transactions, there is no available historical financial information that consolidates the financial results for the WarnerMedia Business and Discovery. The historical financial statements contained or incorporated by reference in this prospectus consist of the separate financial statements of AT&T, the WarnerMedia Business and Discovery.

The WarnerMedia Business’s historical combined financial statements have been prepared on a “carve-out” basis from AT&T’s consolidated financial statements using the historical results of operations, assets and liabilities of the WarnerMedia Business and include allocations of expenses from AT&T. As a result, the WarnerMedia Business’s historical financial statements may not necessarily reflect what its financial condition and results of operations would have been had the WarnerMedia Business operated as a standalone entity during the periods presented.

The unaudited pro forma condensed combined financial statements presented in this prospectus are for illustrative purposes only and are not intended to, and do not purport to, represent what WBD’s actual financial condition and results of operations would have been if the Transactions had occurred on the relevant dates. In addition, such unaudited pro forma condensed combined financial statements are based upon available information and certain assumptions of Discovery management as of the date of this prospectus. These assumptions, however, are only preliminary and will be updated only after the completion of the Transactions. The unaudited pro forma condensed combined financial statements have been prepared using the acquisition method of accounting, with Discovery as the accounting acquirer of the WarnerMedia Business based on consideration of the facts and circumstances described in “The Transactions—Accounting Treatment,” which may be subject to change. Under the acquisition method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed in a business combination based on their respective fair values as of the merger date, with any excess purchase price allocated to goodwill. The pro forma purchase price allocation of the WarnerMedia Business’s assets acquired and liabilities assumed in the unaudited pro forma condensed combined financial statements is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed. In arriving at the preliminary fair value estimates, Discovery management has considered the input of independent consultants based on a preliminary and limited review of the WarnerMedia Business’s assets and liabilities to be transferred to, or assumed by, directly or indirectly, Spinco in the Transactions. Following the

Closing, Discovery management expects to complete the valuation of the WarnerMedia Business’s assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation could differ significantly from the allocation presented in the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements also do not reflect any anticipated revenue enhancements, cost savings, or operating synergies that WBD may achieve as a result of the Merger, the total expected costs to integrate the operations of Discovery and the WarnerMedia Business, or the total expected costs necessary to achieve such revenue enhancements, cost savings, or operating synergies. Accordingly, the unaudited pro forma condensed combined financial statements included in this prospectus do not reflect what Discovery’s financial condition and results of operations would have been had Discovery and the WarnerMedia Business been a consolidated entity during all periods presented, or what WBD’s financial condition and results of operations will be in the future. Actual results may be materially different from those reflected in the unaudited pro forma condensed combined financial statements presented in this prospectus.

As part of a separate reporting segment of AT&T, the WarnerMedia Business has been able to receive services from AT&T. Following the Transactions, WBD will need to replace these services either by providing them internally from Discovery’s existing services or by obtaining them from unaffiliated third parties. These services include AT&T bundling HBO Max with some of its wireless and broadband offerings, certain administrative and operating functions of which the effective and appropriate performance is critical to the operations of the WarnerMedia Business and WBD following the Merger. AT&T will provide certain services on a transitional basis pursuant to the TSA. The duration of such services is subject to ongoing discussions but will be for a reasonable term to be set out in the Services Schedule to the TSA. WBD may be unable to replace these services in a timely manner or on terms and conditions as favorable as those the WarnerMedia Business currently receives from AT&T. The costs for these services could in the aggregate be higher than the combination of Discovery’s current costs and those reflected in the historical financial statements of the WarnerMedia Business. If WBD is unable to replace the services provided by AT&T or is unable to replace them at the same cost or is delayed in replacing the services provided by AT&T, WBD’s results of operations may be materially adversely impacted.

WBD’s business, financial condition and results of operations may be adversely affected following the Transactions if it cannot negotiate terms that are as favorable as those AT&T has received when WBD replaces contracts after the completion of the Transactions.

As a separate reporting segment of AT&T, the WarnerMedia Business has been able to receive benefits from being a part of AT&T and has been able to benefit from AT&T’s financial strength, extensive business relationships and purchasing power. Following the Merger, the WarnerMedia Business will be combined with Discovery, and WBD will not be able to leverage AT&T’s financial strength, may not have access to all of AT&T’s extensive business relationships and may not have purchasing power similar to what the WarnerMedia Business benefited from by being a part of AT&T prior to the Merger. In addition, some contracts that AT&T or its subsidiaries are a party to on behalf of the WarnerMedia Business require consents of third parties to assign them to Spinco in connection with the Transactions. There can be no assurance that AT&T, Spinco or Discovery will be able to obtain those consents, enter into new agreements with respect to those contracts if consents are not obtained or arrange for a lawful alternative arrangement to provide Spinco with the rights and obligations under such agreements. It is therefore possible, whether as a result of routine renegotiations of terms in the ordinary course of business, or as part of a request for consent or a replacement of a contract where consent has not been obtained, that WBD may not be able to negotiate terms as favorable as those AT&T has received previously for one or more contracts, and in the aggregate the loss or renegotiation of contracts in connection with the foregoing could materially adversely affect WBD’s business, financial condition and results of operations following the completion of the Transactions by increasing costs or decreasing revenues.

Although Discovery expects that the Transactions will result in synergies and other benefits, WBD may not realize those benefits because of difficulties related to integration, the achievement of such synergies, and other challenges.

Discovery and the WarnerMedia Business have operated and, until completion of the Transactions, will continue to operate, independently, and there can be no assurances that their businesses can be combined in a manner that allows for the achievement of any financial or other benefits. If WBD is not able to successfully integrate the WarnerMedia Business with Discovery’s business or pursue its DTC strategy successfully, including coordinating its streaming services for global customers, the anticipated financial and other benefits, including synergies, of the Transactions may not be realized fully or at all or may take longer than expected to be realized. Specifically, the following issues, among others, must be addressed in combining the operations of Discovery and the WarnerMedia Business for WBD to realize the anticipated financial and other benefits of the Transactions:

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combining the businesses of Discovery and the WarnerMedia Business in a manner that permits WBD to achieve the synergies anticipated to result from the Transactions, the failure of which would result in the anticipated financial and other benefits of the Transactions not being realized in the time frame currently anticipated or at all;

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maintaining existing agreements with customers, distributors, providers, talent and vendors and avoiding delays in entering into new agreements with prospective customers, distributors, providers, talent and vendors;

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combining certain of the businesses’ corporate functions;

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determining whether and how to address possible differences in corporate cultures and management philosophies;

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integrating the businesses’ administrative, accounting and information technology infrastructure;

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integrating employees and attracting and retaining key personnel, including talent;

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managing the expanded operations of a significantly larger and more complex company, including with Discovery’s limited prior experience in running a studio or scripted content;

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coordinating the businesses’ DTC streaming services for global customers; and

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resolving potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the Transactions.

Even if the operations of the businesses of Discovery and the WarnerMedia Business are integrated successfully, the full benefits of the Transactions may not be realized, including, among others, the synergies that are expected. These benefits may not be achieved within the anticipated time frame or at all. Additional unanticipated costs may also be incurred in connection with the integration of the businesses of Discovery and the WarnerMedia Business. Further, it is possible that there could be loss of key Discovery or WarnerMedia Business employees, loss of customers, disruption of either or both of Discovery’s or the WarnerMedia Business’s ongoing businesses or unexpected issues, higher than expected costs and an overall post-completion process that takes longer than originally anticipated. All of these factors could materially adversely affect the market price of WBD common stock and WBD’s business, financial condition and results of operations.

The success of WBD will also depend on relationships with third parties and existing customers of Discovery and the WarnerMedia Business, which relationships may be affected by customer or third-party preferences or public attitudes about the Transactions. Any adverse changes in these relationships could adversely affect WBD’s business, financial condition and results of operations.

WBD’s success will depend on its ability to maintain and renew relationships with existing customers, business partners and other third parties of both Discovery and the WarnerMedia Business, and its ability to establish new relationships. There can be no assurance that the business of WBD will be able to maintain and

renew existing contracts and other business relationships, or enter into or maintain new contracts and other business relationships, on acceptable terms, if at all. The failure to maintain important business relationships could have a material adverse effect on WBD’s business, financial condition and results of operations.

Upon completion of the Transactions, WBD expects to become responsible for up to approximately $43.0 billion of additional debt, including existing debt of the WarnerMedia Business to be assumed by the Spinco Group, and debt that may be incurred by Spinco and used on the Closing Date to finance, in part, the Special Cash Payment and the Additional Amount and to otherwise fund the other Transactions and to pay the related transaction fees and expenses, with the ultimate amount of such debt subject to adjustment, including for net working capital, as described in “The Separation Agreement—The Separation—Special Cash Payment, Payment of the Additional Amount and Post-Closing Adjustments.” In addition, subject to certain conditions, upon the completion of the Transactions, the available commitments under the Revolving Credit Agreement may be increased by $3.5 billion to an aggregate amount not to exceed $6.0 billion. The increased indebtedness could have the effect of, among other things, reducing WBD’s flexibility to respond to changing business and economic conditions, increasing its vulnerability to general adverse economic and industry conditions and limiting its ability to obtain additional financing in the future. In addition, following the completion of the Transactions, the amount of cash required to pay interest on WBD’s indebtedness levels will increase from the amount required to pay interest on Discovery’s indebtedness levels prior to the Transactions, and thus the demands on WBD’s cash resources will be greater than those on Discovery’s cash resources prior to the Transactions. The increased levels of indebtedness following the completion of the Transactions could also reduce funds available for capital expenditures, share repurchases, investments, mergers and acquisitions, and other activities and may create competitive disadvantages for WBD relative to other companies with lower debt levels.

Following the completion of the Transactions, Discovery’s corporate or debt-specific credit rating could be downgraded, which may increase WBD’s borrowing costs or give rise to a need to refinance existing indebtedness. If a ratings downgrade occurs, WBD may need to refinance existing debt or be subject to higher borrowing costs and more restrictive covenants when WBD incurs new debt in the future, which could reduce profitability and diminish operational flexibility.

WBD’s debt agreements following the completion of the Transactions will require Discovery to continue to comply with specified financial covenants that could limit WBD’s ability to take various actions, including incurring additional debt.

Discovery’s debt agreements currently contain, and WBD’s debt agreements will contain following the completion of the Transactions, restrictive covenants. The Revolving Credit Agreement governing Discovery’s senior revolving credit facility and the Spinco Term Loan Credit Agreement contain, and any agreements governing the Bridge Loans, if entered into, will contain, restrictive covenants, as well as requirements to comply with certain leverage and other financial maintenance tests. These covenants and requirements could limit WBD’s ability to take various actions, including incurring additional debt, guaranteeing indebtedness and engaging in various types of transactions, including mergers, acquisitions and sales of assets. These covenants could place WBD at a disadvantage compared to some of its competitors, who may have fewer restrictive covenants and may not be required to operate under these restrictions. Further, these covenants could have a material adverse effect on WBD’s business, financial condition and results of operations by limiting its ability to take advantage of financing, mergers and acquisitions or other opportunities.

If the results of operations of the WarnerMedia Business following the Transactions are below Discovery’s expectations, WBD may not achieve the increases in revenues and net earnings that Discovery expects as a result of the Transactions.

Discovery has projected that WBD will derive a majority of its revenues and net earnings from the operations of the WarnerMedia Business after the Transactions. Therefore, if the results of operations of the WarnerMedia Business following the Transactions are below Discovery’s expectations, WBD may not achieve the results of operations that Discovery expects as a result of the Transactions. Some of the significant factors that could negatively impact the expected results of operations of the WarnerMedia Business, and therefore harm the expected future combined results of operations of WBD after the completion of the Transactions, include:

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more intense competitive pressure from existing or new competitors;

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fluctuations in the exchange rates in the jurisdictions in which the WarnerMedia Business operates;

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increases in promotional and operating costs for the WarnerMedia Business;

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a decline in the viewership or consumption of content provided by the WarnerMedia Business; and

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material variations in the results of operations of the WarnerMedia Business from Discovery’s expectations or projections of such results of operations, which were based on estimates and assumptions developed by Discovery management, any or all of which may prove to be incorrect or inaccurate.

The financial projections included herein are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, WBD’s actual operating results may differ materially from those forecasted for Discovery and the WarnerMedia Business.

The financial projections included in this prospectus under “The Transactions—Discovery Forecasts” and “The Transactions—WarnerMedia Projections” are subject to uncertainty and are based on estimates and assumptions developed by management of Discovery and AT&T, respectively, any or all of which may prove to be incorrect or inaccurate. The financial projections were reasonably prepared in good faith on bases reflecting the best available estimates and judgments of management of the applicable company as to the future operating results of Discovery and the WarnerMedia Business at the time they were prepared. Although presented with numerical specificity, the financial projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to the businesses of Discovery and the WarnerMedia Business, including other factors listed under “Risk Factors,” all of which are difficult to predict and many of which are outside the control of Discovery, AT&T and Spinco. There can be no assurance that the assumptions underlying the financial projections will be realized. In addition, the financial projections cover multiple years and such information by its nature becomes less predictive with each successive year. If these estimates or assumptions prove to be incorrect or inaccurate, WBD’s actual operating results may differ materially from those forecasted for Discovery and the WarnerMedia Business.

In addition, the financial projections for 2021 reflect, among other things, Discovery management’s or AT&T management’s, as applicable, estimates and assumptions regarding the continued impact of COVID-19 on 2021 expectations based on the experience of Discovery’s or the WarnerMedia Business’s business and such management’s evaluation of the WarnerMedia Business’s or Discovery’s business up to the date of preparation of the financial projections. However, Discovery management and AT&T management are unable to estimate or otherwise predict the extent of further COVID-19-related impacts on Discovery’s business and the WarnerMedia Business’s business which depend on highly uncertain and unpredictable future developments. Accordingly, the financial projections may be materially adversely affected by factors associated with COVID-19. See factors regarding the impact of COVID-19 under “Risk Factors.”

Many of the assumptions reflected in the financial projections are subject to change and such financial projections do not reflect revised prospects for the businesses of Discovery or the WarnerMedia Business,

changes in general business or economic conditions or any other transactions, circumstances or events occurring after the date they were prepared, including the Transactions contemplated by the Merger Agreement and the Separation Agreement and the effect of any failure of the Merger or the other Transactions to occur. Discovery and AT&T have not updated and do not intend to update or otherwise revise their respective financial projections. There can be no assurance that the results reflected in any of the financial projections for Discovery and the WarnerMedia Business will be realized or that actual results for WBD will not materially vary from such financial projections.

The entertainment and media programming industries in which Discovery and the WarnerMedia Business operate are highly competitive. Discovery and the WarnerMedia Business compete with other programming networks for distribution, viewers and advertising, and face increased competitive pressure from subscription-based streaming services, DTC products and expansion by other companies—in particular, technology companies—into the content production and distribution space. Discovery and the WarnerMedia Business also compete for viewers with other forms of media entertainment, such as home entertainment (such as digital products), feature films, periodicals, interactive entertainment, user-generated content, live sports and other events, social media and diverse on-line and mobile activities. Internet-based advertising, including through websites and search engines, has seen significant growth, placing pressure on traditional advertising models tied to television networks, including on free-to-air, cable network and satellite delivered channels. The ability of Discovery and the WarnerMedia Business to compete successfully depends on a number of factors, including their abilities to consistently supply high-quality and popular content, access their targeted audience with appealing category-specific content, adapt to new technologies, distribution platforms and business models and achieve widespread distribution.

In addition, Discovery and the WarnerMedia Business compete with other studios and television production groups and independent producers that develop, produce, acquire and sell entertainment, sports and news content. Many television networks and online platforms are investing in such content. Discovery’s and the WarnerMedia Business’s television networks, premium pay-TV and basic tier television services and the discovery+ and HBO Max platforms also face competition from other television networks, online platforms/streaming video service providers and pay-TV service providers. As competition from these networks and service providers continues to increase, WBD may not be able to acquire or create popular entertainment, sports and news content or acquire it at a cost-effective price. As a result of an increasing number of market entrants in the programming space, Discovery and the WarnerMedia Business have seen upward pressure on programming costs in recent years, including in connection with the licensing and acquisition of entertainment, sports and news content from third parties, as well as with the commissioning of original production. WBD may also be impacted by such upward pressures driven by increasing investment by competitors. In certain international markets, regulations concerning content quotas or content investment requirements may be a further factor driving increasing programming costs. There can be no assurance that WBD will be able to compete successfully in the future against existing or new competitors, or that increasing competition will not have a material adverse effect on WBD’s business, financial condition and results of operations.

The success of WBD’s business will depend on the acceptance of WBD’s entertainment, sports and news content by its U.S. and foreign viewers, which may be unpredictable and volatile.

The production and distribution of entertainment, sports and news content are inherently risky businesses because the revenue derived and WBD’s ability to distribute its content, including through its own networks as well as third-party licensing, will depend primarily on consumer tastes and preferences that often change in unpredictable ways. WBD’s success will depend on its ability to consistently create and acquire content that meets the changing preferences of viewers in general, in special interest groups, in specific demographic

categories and in various international marketplaces. WBD will need to invest substantial amounts in the production or acquisition and marketing of its entertainment, sports and news content before it learns whether such content will reach anticipated levels of popularity with consumers. WBD’s success with such content will depend on audience acceptance and viewership. Failing to gain the level of audience acceptance Discovery expects for entertainment, sports and news content may negatively impact WBD’s business, financial condition and results of operations.

The commercial success of WBD’s entertainment, sports and news content will also depend upon the quality and acceptance of competing content available. Other factors, including the availability of alternative forms of entertainment and leisure time activities, WBD’s ability to maintain or develop strong brand awareness and target key audiences, general economic conditions, piracy, and growing competition for consumer discretionary spending, time and attention may also affect the audience for such content. Audience sizes for WBD’s media networks are critical factors that can affect both the volume and pricing of advertising revenue that WBD will receive with respect to advertising-supported services, and the extent of distribution and penetration and the license fees it will receive under agreements with its distributors with respect to its subscription-based services. The appeal, success and performance of its content with consumers, as well as with third-party licensees and other distribution partners, are also critical factors that can affect the revenue that WBD will receive with respect to its content-related business.

Consequently, reduced public acceptance of WBD’s entertainment, sports and news content may decrease its audience share and customer/viewer reach and materially adversely affect its business, financial condition and results of operations.

Technology and business models in Discovery’s and the WarnerMedia Business’s industries continue to evolve rapidly in an environment of fast-paced changes in consumer behavior as well as innovation. Changes to these business models include: (1) consumers’ increasing demand to consume video content on their own terms, including on the screen of their choice, at the time of their choice, and with enhanced functionality; (2) the presence of streaming services, which are increasing in number and some of which have a significant and growing subscriber base; (3) the proliferation of high speed internet connections and the expansion of 5G networks able to support high-quality streaming video within increasingly interactive and interconnected digital environments; and (4) the increased video consumption through subscription streaming services and time-delayed or time-shifted viewing of television programming through on-demand services and DVRs as well as the availability of video content through other distribution outlets, including digital home entertainment (such as electronic sell-through and transaction video-on-demand). Consumer behavior related to changes in content distribution, viewership and technological innovation are not entirely predictable but remain key factors in WBD’s economic model; such changes may accordingly materially adversely affect WBD’s business, financial condition and results of operations.

Consumers are increasingly viewing content on a time-delayed or on-demand basis from traditional distributors and from streaming services, apps and websites and on a wide variety of screens, such as televisions, tablets, mobile phones and other devices. The inability to meet consumer demands and expectations in today’s highly mobile, multi-screen and multi-platform environment for video delivery may affect the attractiveness of WBD’s offerings. Ineffective technology and product integration, lack of specific features and functionalities, poor interface design or ease of use, or platform performance issues, among other factors, may cause viewers to favor alternative offerings. The availability of on-demand feature films from streaming services may, depending in part on the timing of such availability relative to the theatrical release date, materially adversely affect the performance of features films at U.S. and international box offices. The underperformance of a feature film, especially an “event” film, at the global box office could result in lower than expected revenues for WBD from

the license of the film to networks and streaming services, sales of the film in digital and physical forms and sales related to publishing and distribution of interactive entertainment or licenses for consumer products based on such film, including as a result of the COVID-19 pandemic. Additionally, devices that allow users to view television programs on a time-shifted basis and technologies that enable users to fast-forward or skip programming, including commercials, such as DVRs and portable digital devices and systems that enable users to store or make portable copies of content may affect the attractiveness of WBD’s offerings to advertisers and could therefore materially adversely affect its advertising revenues. In addition, there is increased demand for short-form, user-generated and interactive content, which have different economic models than Discovery’s and the WarnerMedia Business’s traditional content offerings. Likewise, distributors are seeking to offer smaller programming packages known as “skinny bundles,” which are delivered at a lower cost than traditional offerings and sometimes allow consumers to create a customized package of networks that are gaining popularity among consumers. If WBD’s networks are not included in these packages or consumers favor alternative offerings, WBD may experience a decline in viewership and ultimately the demand for its programming, which could lead to lower distribution and advertising revenues.

There have also been declines in subscribers to the traditional cable bundle. In 2020, total subscribers to U.S. television networks and digital content services declined 5% while subscribers to Discovery’s fully distributed networks declined 3%. In order to respond to changes in content distribution models in its industry, Discovery has invested in, developed and launched DTC products including its discovery+ product and the WarnerMedia Business has most recently invested in, developed and launched the DTC platform, HBO Max. In connection with the Transactions, WBD expects to develop and implement a go-to-market strategy for its DTC products that coordinates and/or combines its offering of discovery+ and HBO Max. There can be no assurance, however, that WBD’s viewers will respond to its DTC products or that the DTC strategy will be successful, particularly given the increase in DTC products on the market. Each distribution model has different risks and economic consequences for WBD, so the rapid evolution of consumer preferences may have an economic impact that is not ultimately predictable. Distribution windows are also evolving, potentially affecting revenues from other windows. If WBD cannot ensure that its distribution methods and content are responsive to its target audiences, its business, financial condition and results of operations could be materially adversely affected. The WarnerMedia Business has, and WBD could, incur significant restructuring costs related to DTC products due to the rapidly and continuously-evolving DTC environment, in which consumer satisfaction, scale, differentiation and capacity to invest in content are crucial to streaming success.

The COVID-19 pandemic appears to have accelerated some existing trends. The lockdowns, for example, have encouraged households to experiment with digital offerings including subscription video-on-demand or to stack subscriptions—a trend which is expected to continue in the coming years.

If WBD’s DTC products fail to attract and retain subscribers, WBD’s business, financial condition and results of operations may be adversely impacted.

In January 2021, Discovery launched an aggregated DTC product, discovery+, in the United States. In May 2020, the WarnerMedia Business launched HBO Max in the United States. In connection with the Transactions, WBD expects to develop and implement a go-to-market strategy for its DTC products that coordinates and/or combines its offering of discovery+ and HBO Max. There can be no assurance that consumers and advertisers will embrace discovery+ and HBO Max or that subscribers will activate or renew a subscription.

The discovery+ and HBO Max offerings are subscription-based streaming products and will be among many such services in a crowded and competitive landscape. Their success will also be largely dependent on WBD’s ability to initially attract, and ultimately retain, subscribers. Competitors to discovery+ and HBO Max include traditional linear programming networks, including Discovery’s linear channels and the WarnerMedia Business’s linear channels, competing subscription video-on-demand services, and other digital entertainment platforms and offerings all vying for consumer time, attention and discretionary spending. If WBD is unable to effectively market its DTC products or if consumers do not perceive the pricing and related features of its DTC products to

be of value versus competitors, WBD may not be able to attract and retain subscribers. In particular, decreases in consumer discretionary spending where WBD’s DTC products are offered may reduce WBD’s ability to attract and retain subscribers for its premium tier services, which could have a negative impact on WBD’s business, financial condition and results of operations. Relatedly, a decrease in viewing subscribers on WBD’s advertising-supported DTC products could also have a negative impact on the rates it is able to charge advertisers for advertising-supported services. The ability to attract and retain subscribers will also depend in part on WBD’s ability to provide compelling content choices that are differentiated from that of its competitors and that are more attractive than other sources of entertainment that consumers could choose in their free time. Furthermore, the ability to provide a quality subscriber experience and the relative service levels, may also impact WBD’s ability to attract and retain subscribers. The inability to meet consumer demands and expectations in today’s highly competitive mobile, multi-screen and multi-platform environment for video delivery may affect the attractiveness of WBD’s DTC products. Ineffective technology and product integration, lack of specific features and functionalities, poor interface design or ease of use, or platform performance issues, among other factors, may cause viewers to favor alternative offerings. If WBD is unable to attract and retain subscribers to its DTC products, WBD’s business, financial condition and results of operations could be materially adversely affected.

Consolidation among pay-TV programming and satellite providers, both domestically and internationally, could have an adverse effect on WBD’s business, financial condition and results of operations.

Consolidation among pay-TV programming and satellite operators has given the largest operators considerable leverage in their relationships with programmers, including Discovery and the WarnerMedia Business. A significant portion of Discovery’s U.S. linear distribution revenues come from the top ten distributors. Discovery currently has agreements in place with the major pay-TV programming and satellite operators of U.S. and international television networks and digital content services which expire at various times through 2025. Some of Discovery’s largest distributors have combined, and as a result, have gained, or may gain, market power, which could affect WBD’s ability to maximize the value of its content through those platforms. In addition, many of the countries and territories in which WBD will distribute the Discovery and the WarnerMedia Business networks also have a small number of dominant distributors. Continued consolidation within the industry could reduce the number of distributors to carry WBD’s programming, subject its affiliate fee revenue to greater volume discounts, and further increase the negotiating leverage of the pay-TV programming and satellite television system operators which could have a material adverse effect on WBD’s business, financial condition and results of operations.

Failure to renew, renewal with less favorable terms, or termination of Discovery’s or the WarnerMedia Business’s distribution agreements may cause a decline in WBD’s revenue.

Because Discovery’s and the WarnerMedia Business’s pay-TV networks are licensed on a wholesale basis to distributors, such as cable and satellite operators, which in turn distribute them to consumers, WBD will be dependent upon the maintenance of distribution agreements with these operators. These distribution agreements generally provide for the level of carriage WBD’s networks will receive (e.g., provisions requiring minimum penetration and/or programming packaging requirements (widely distributed, broader programming packages compared to lesser distributed, specialized programming packages)) and for payment of a license fee to WBD based on the number of subscribers that receive its networks or other factors.

While the number of subscribers associated with WBD’s networks may impact its ability to generate advertising revenue, subscription-based revenue will represent a significant portion of its revenue. The distribution agreements generally have a limited term which may vary by territory and distributor, and there can be no assurance that these distribution agreements will be renewed in the future or that they will be renewed on terms that are favorable to WBD. A reduction in the license fees that WBD will receive or in the number of subscribers for which it is paid, including as a result of a loss or reduction in carriage for its networks or a reduction in distributor penetration, including as a result of the changes in consumer habits discussed in “—If WBD’s DTC products fail to attract and retain subscribers, WBD’s business, financial condition and results of

operations may be adversely impacted” above, could materially adversely affect its distribution revenue. Such a loss or reduction in carriage could also decrease the potential audience for WBD’s programs, thereby materially adversely affecting its advertising revenue. In addition, the distribution agreements are complex and individually negotiated. If WBD were to disagree with one of the counterparties on the interpretation of a distribution agreement, WBD’s relationship with that counterparty could be damaged and its business, financial condition and result of operations could be negatively affected.

Failure to renew, renewal with less favorable terms, or termination of the WarnerMedia Business’s content licenses and similar distribution agreements may cause a decline in WBD’s revenue.

Because the WarnerMedia Business’s content is licensed to and distributed through third parties, such as theatrical exhibitors (and in certain international territories, local theatrical distributors), traditional television and pay-TV broadcasters and operators of digital platforms, which in turn make such content available, directly and indirectly, to consumers, WBD will be dependent upon the maintenance of such licensing and distribution agreements with such third parties. These agreements generally provide for the scope of licensed rights, including geographic territory, exploitation rights, holdbacks and/or other restrictions, including exclusivity or non-exclusivity, window(s) of exploitation (including first and second pay-TV and free to air broadcast), and for payment of a license fee to WBD based on a number of factors, including the scope of the rights granted, the popularity of the content (as measured in the case of films, for example, by box office performance for certain downstream exploitation) and the date of its first theatrical or pay-TV exhibition.

The license and distribution agreements generally have a limited term which may vary by territory and counterparty, and there can be no assurance that these agreements will be renewed in the future or that they will be renewed on terms that are favorable to WBD. The license fees and other commercial terms that WBD will receive are dependent, among other factors, on the acceptance and performance of its content with consumers. See “—The success of WBD’s business will depend on the acceptance of WBD’s entertainment, sports and news content by its U.S. and foreign viewers, which may be unpredictable and volatile.” A reduction in such license fees that licensees are willing to pay could materially affect its content revenue. Changes in distribution strategy and variations on traditional theatrical distribution and other licensing models, such as shortening traditional windows or making simultaneous the availability of certain films theatrically and on-demand, and other hybrids, may also drive changes in the licensee fees that theatrical exhibitors and distributors and other downstream licensees in the value chain may be willing to pay for content, which may in turn negatively affect WBD’s content revenue. In addition, content distribution and license agreements are complex and individually negotiated. If WBD were to disagree with one of the counterparties on the interpretation of a content distribution and license agreement, WBD’s relationship with that counterparty could be damaged and its business, financial condition and result of operations could be negatively affected.

Interpretation of some terms of Discovery’s and the WarnerMedia Business’s distribution agreements may have an adverse effect on the distribution payments WBD will receive under those agreements.

Some of Discovery’s and the WarnerMedia Business’s distribution agreements contain “most favored nation” clauses. These clauses typically provide that if they enter into an agreement with another distributor which contains certain more favorable terms, they must offer some of those terms to their existing distributors. Discovery and the WarnerMedia Business have entered into a number of distribution agreements with terms that differ in some respects from those contained in other agreements. While Discovery and the WarnerMedia Business believe that they have complied with the most favored nation clauses included in their distribution agreements, if distributors with these provisions were to assert or claim that Discovery or the WarnerMedia Business is not in compliance, and if they were to prevail, it could have a material adverse effect on WBD’s business, financial condition and results of operations.

Attracting, developing, motivating and retaining talented employees will be essential to the successful delivery of WBD’s products and services and success in the marketplace. The ability to attract and retain talented employees is critical in the development and delivery of products and services, which is an integral component of Discovery’s growth strategy for WBD. Competition for employees can be intense and if WBD is unable to successfully integrate, motivate and reward the current employees from the WarnerMedia Business or Discovery’s current employees in WBD, WBD may not be able to retain them. If WBD is unable to retain these employees or attract new employees in the future, its ability to effectively compete with its competitors and to grow its business could be materially adversely affected.

In addition, Discovery and the WarnerMedia Business employ or contract with talent who may have loyal audiences. These individuals are important to audience endorsement of Discovery’s and the WarnerMedia Business’s programs and other content. There can be no assurance that these individuals will remain with WBD or retain their current audiences. If WBD fails to retain or attract key individuals or if its talent loses their current audience base, WBD’s business, financial condition and results of operations could be materially adversely affected.

The COVID-19 pandemic has negatively impacted the global economy and created significant volatility and disruption in the credit and financial markets, and while some economic disruption may ease from time to time, such disruption is expected to continue and may worsen for an undetermined period of time. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of the global economic disruption caused by COVID-19; however, a prolonged disruption, slowdown or recession could materially adversely affect the market price of WBD common stock and WBD’s credit ratings, ability to access capital on favorable terms and ability to meet its liquidity needs and could have a material adverse effect on WBD’s business, financial condition and results of operations.

Discovery and the WarnerMedia Business, as with other businesses globally, have been significantly affected by the COVID-19 pandemic both domestically and internationally, including as a result of governmentally imposed shutdowns, workforce realignments, labor and supply chain interruptions, and quarantines and travel restrictions, among other factors. Certain key sources of revenue for the WarnerMedia Business, including theatrical revenues, television production, studio operations and themed entertainment, have been adversely impacted by governmentally imposed shutdowns and related labor interruptions and constraints on consumer activity, particularly in the context of public entertainment venues, such as cinemas and theme parks. Shutdowns and/or restrictions relating to television and theatrical production activity have impacted, and may continue to impact, various aspects of project scheduling, completion and budgets, as well as revenue streams tied to projected release or availability dates. All such impacts may continue for an indefinite length of time.

WBD’s actions to limit the adverse effects of COVID-19 on its financial condition may not be successful, as the extent and duration of the adverse effects of the pandemic is not determinable and depends on future developments, which are highly uncertain and cannot be predicted. Events resulting from the effects of COVID-19 may negatively impact WBD’s ability to comply with its financial covenants. Also, additional funding may not be available to WBD on acceptable terms or at all. If adequate funding is not available, WBD may be required to reduce expenditures, including curtailing its growth strategies and reducing its product development efforts, or forego acquisition opportunities.

WBD will face cybersecurity and similar risks, which could result in the disclosure of confidential and personal information, disruption of its programming services, damage to its brands and reputation, legal exposure and financial losses.

Discovery and the WarnerMedia Business rely on various technology systems in connection with the production, distribution and broadcast of their programming, and their on-line, mobile and app offerings, as well as their internal systems, including the storage and transmission of personal and proprietary information. From time to time, hackers and other malicious actors target Discovery, the WarnerMedia Business and their respective service providers, and certain systems have been, and may continue to be, breached due to employee error, malicious code, hacking and phishing attacks, or otherwise. If Discovery’s or the WarnerMedia Business’s information security systems or data are compromised in a material way, such compromises could result in a disruption of services or a reduction of the revenues Discovery or the WarnerMedia Business are able to generate from such services, damage to Discovery’s and the WarnerMedia Business’s respective brands and reputation, a loss of confidence in the security of their offerings and services, and significant legal and financial exposure, each of which could potentially have a material adverse effect on WBD’s business. Additionally, outside parties may attempt to fraudulently induce employees or users to disclose sensitive or confidential information in order to gain access to data and systems. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, WBD may be unable to anticipate these techniques or to implement adequate preventative measures, notwithstanding any ongoing efforts to develop and implement robust data security tools, practices, and protocols. Accordingly, unauthorized access, modification and exfiltration of data cannot be eliminated entirely, and the risks associated with a potentially material incident remain. WBD may not have adequate insurance coverage to compensate itself or affected third parties for losses associated with cybersecurity and privacy events.

In addition, WBD will face regulatory risk associated with the acquisition, storage, disclosure, use and protection of personal data, including under the EU’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”) and various other domestic and international privacy and data security laws and regulations, which are continually evolving. These evolving data protection laws may require WBD to expend significant resources to implement additional data protection measures, and its actual or alleged failure to comply with such laws could result in legal claims, regulatory enforcement actions and significant fines and penalties.

Service disruptions or the failure of communications satellites or transmitter facilities relied upon by WBD could adversely impact WBD’s business, financial condition and results of operations.

The WarnerMedia Business relies on communications satellites and transmitter facilities and other technical infrastructure, including fiber, to transmit their programming to affiliates and other distributors. Shutdowns of communications satellites and transmitter facilities or service disruptions pose significant risks to the WarnerMedia Business’s operations and will pose significant risks to WBD’s operations. Such disruptions may be caused by power outages, natural disasters, extreme weather, terrorist attacks, failures or impairments of communications satellites or on-ground uplinks or downlinks or other technical facilities and services used to transmit programming, failure of service providers to meet contractual requirements, or other similar events. For example, a large provider of satellite services to the WarnerMedia Business is currently subject to bankruptcy proceedings, which could affect its ability to meet its obligations under its contract. If a communications satellite or other transmission means (e.g., fiber) is not able to transmit WBD’s programming, or if any material component thereof fails or becomes inoperable, WBD may not be able to secure an alternative communications path in a timely manner because, among other factors, there are a limited number of communications satellites and other means available for the transmission of programming, and any alternatives may require lead time and additional technical resources and infrastructure to implement. If such an event were to occur, there could be a disruption in the delivery of WBD’s programming, which could harm WBD’s reputation and materially adversely affect WBD’s business, financial condition and results of operations.

Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely impact WBD’s business, financial condition and results of operations.

Programming services like Discovery and the WarnerMedia Business, and the distributors of their services, including cable operators, satellite operators and other multi-channel video programming distributors, are regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the Federal Communications Commission (the “FCC”), as well as by state and local governments, in ways that will affect the daily conduct of WBD’s video content business. These obligations and regulations, among other things, require closed captioning of programming for the hearing impaired, require certain content providers to make available audio descriptions of programming for the visually impaired, limit the amount and content of commercial matter that may be shown during programming aimed primarily at an audience of children aged 12 and under, and require the identification of (or the maintenance of lists of) sponsors of political advertising. The U.S. Congress, the FCC and the courts currently have under consideration, and may adopt or interpret in the future, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operations of WBD’s U.S. media properties or modify the terms under which it offers its services and operates.

Similarly, the foreign jurisdictions in which Discovery and the WarnerMedia Business networks are offered have, in varying degrees, laws and regulations that will govern WBD’s business. Discovery and the WarnerMedia Business have operations through which they offer for sale and distribute programming and other goods and services outside of the United States. As a result, WBD’s business will be subject to certain risks inherent in international business, many of which are beyond its control. These risks include:

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laws and policies affecting trade and taxes, including laws and policies relating to the repatriation of funds and withholding taxes, and changes in these laws;

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local regulatory requirements (and any changes to such requirements), including restrictions on content, censorship, imposition of local content quotas, local production levies and restrictions on foreign ownership, outsourcing, consumer protection, intellectual property and related rights, including copyright and rightsholder rights and remuneration;

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its ability to obtain the appropriate licenses and other regulatory approvals it needs to broadcast content in foreign countries;

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differing degrees of protection for intellectual property and varying attitudes towards the piracy of intellectual property;

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significant fluctuations in foreign currency value;

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currency exchange and central banking controls;

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the instability of foreign economies and governments;

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war and acts of terrorism;

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anti-corruption and sanction laws and regulations such as the Foreign Corrupt Practices Act, the U.K. Bribery Act, and programs administered by the Office of Foreign Assets Control, that impose stringent requirements on how WBD conducts its foreign operations and changes in these laws and regulations;

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foreign privacy and data protection laws and regulations and changes in these laws; and

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shifting consumer preferences regarding the viewing of video programming.

Events or developments related to these and other risks associated with international trade could adversely affect WBD’s revenues from non-U.S. sources, which could have a material adverse effect on its business, financial condition and results of operations. Acts of terrorism, hostilities, or financial, political, economic or other uncertainties could lead to a reduction in revenue or loss of investment, which could materially adversely affect its results of operations. Furthermore, some foreign markets where Discovery, the WarnerMedia Business

and their respective partners operate may be more adversely affected by current economic conditions than the United States. WBD also may incur substantial expense as a result of changes, including the imposition of new restrictions, in the existing regulatory, economic or political environment in the regions where Discovery and the WarnerMedia Business do business. This is of particular concern in Poland, where Discovery operates TVN, a key component of Discovery’s international business, and where the government previously considered, and may reconsider or adopt in the future, regulations that would prohibit non-EU ownership of Polish licensed free-to-air and pay-TV channels. If such regulations are ever adopted, it could impact the ownership structure and licensing of TVN, and could, directly or indirectly, affect the operations of WBD’s Polish media properties and/or modify the terms under which WBD offers its services and operates in that market. The evolving regulatory environment in international markets may also impact strategy, costs and results of operations, including with respect to local programming investment obligations, satisfaction of local content quotas, access to local production incentive schemes, such as film subsidies, and direct and indirect digital taxes or levies on internet-based programming services.

Global economic conditions may have an adverse effect on WBD’s business, financial condition and results of operations.

WBD’s business will be significantly affected by prevailing economic conditions, including inflation and fluctuations in interest rates, and by disruptions to financial markets. WBD will derive substantial revenues from advertisers, and these expenditures are sensitive to general economic conditions and consumer buying patterns. Financial instability or a general decline in economic conditions in the United States and other countries where WBD’s advertising-supported networks are distributed could materially adversely affect advertising rates and volume, resulting in a decrease in its advertising revenues.

Decreases in consumer discretionary spending in the United States and other countries where WBD’s networks are distributed may affect cable television and other video service subscriptions, in particular with respect to digital service tiers on which certain of WBD’s programming networks will be carried. This could lead to a decrease in the number of subscribers receiving WBD’s programming from multi-channel video programming distributors, which could have a negative impact on its viewing subscribers and distribution revenues. Similarly, a decrease in viewing subscribers would also have a negative impact on the number of viewers actually watching the programs on WBD’s programming networks/platforms, which could also impact the rates it is able to charge advertisers for advertising-supported services.

Economic conditions will affect a number of aspects of WBD’s businesses worldwide and impact the businesses of WBD’s partners who purchase advertising on its advertising-supported networks and might reduce their spending on advertising. Economic conditions could also negatively affect the ability of those with whom WBD does business to satisfy their obligations to WBD. The general worsening of current global economic conditions could materially adversely affect WBD’s business, financial condition and results of operations, and the worsening of economic conditions in certain parts of the world, specifically, could impact the expansion and success of its businesses in such areas.

The success of Discovery’s and the WarnerMedia Business’s businesses depend in part on their ability to maintain and enforce the intellectual property rights underlying their respective entertainment content. Discovery and the WarnerMedia Business are fundamentally content companies, and piracy of their content (including digital content), television networks, brands, and other intellectual property has the potential to materially adversely affect WBD. Piracy is particularly prevalent in parts of the world that do not effectively enforce intellectual property rights and laws, in contrast to territories such as the United States and much of Europe, and the Oceania territories. Even in territories like the United States, legal frameworks that are unresponsive to

modern realities, combined with the lack of effective technological prevention and enforcement measures, may impede WBD’s enforcement efforts. WBD’s enforcement activities depend in part on third parties, including technology and platform providers, whose cooperation and effectiveness cannot be assured to any degree. In addition, technological advances that allow the almost instantaneous unauthorized copying and downloading of content into digital formats without any degradation of quality from the original facilitate the rapid creation, transmission and sharing of high-quality unauthorized copies. Unauthorized distribution of copyrighted material over the internet is a threat to copyright owners’ ability to maintain the exclusive control over their copyrighted material and thus the value of their property. The proliferation of unauthorized use of Discovery’s and the WarnerMedia Business’s respective content may have a material adverse effect on WBD’s business and profitability because it may reduce the revenue that WBD potentially could receive from the legitimate sale and distribution of such content. WBD may need to spend significant amounts of money on improvement of technological platform security and enforcement activities, including litigation, to protect Discovery’s and the WarnerMedia Business’s intellectual property rights. Any impairment of Discovery’s and the WarnerMedia Business’s intellectual property rights, including due to changes in U.S. or foreign intellectual property laws or the absence of effective legal protections or enforcement measures, could materially adversely impact WBD’s business, financial condition and results of operations.

WBD’s business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.

From time to time, WBD may be involved in a number of legal claims, regulatory investigations, litigation (asserted individually and/or on behalf of a class), and arbitration. WBD may be subject to a number of lawsuits both in the United States and in foreign countries, including, at any particular time, claims relating to antitrust, intellectual property, employment, wage and hour, consumer privacy, regulatory and tax proceedings, contractual and commercial disputes, and the production, distribution, and licensing of WBD content. WBD may also spend substantial resources complying with various government standards, which may entail related investigations and litigation. WBD may incur significant expenses defending such suits or government charges and may be required to pay amounts or otherwise change its operations in ways that could materially adversely affect its business, financial condition and results of operations. This could result in an increase in WBD’s cost for defense or settlement of claims or indemnification obligations if WBD were to be found liable in excess of Discovery’s or the WarnerMedia Business’s historical experience. Even if WBD believes a claim is without merit, or ultimately prevails, defending against the claim could be time-consuming and costly and divert its management’s attention and resources away from its business.

In addition, WBD’s insurance may not be adequate to protect it from all material expenses related to pending and future claims and Discovery’s and the WarnerMedia Business’s current levels of insurance may not be available in the future at commercially reasonable prices. Any of these factors could materially adversely affect WBD’s business, financial condition and results of operations.

WBD’s participation in multiemployer defined benefit pension plans could subject WBD to liabilities that could adversely affect WBD’s business, financial condition and results of operations.

The WarnerMedia Business contributes to various multiemployer defined benefit pension plans (the “multiemployer plans”) under the terms of collective bargaining agreements that cover certain of its union-represented employees. Upon the completion of the Transactions, WBD will assume certain of the obligations under these multiemployer plans with respect to transferred employees from the WarnerMedia Business. The risks of participation in these multiemployer plans are different from single-employer pension plans in that: (1) contributions made by WBD to the multiemployer plans may be used to provide benefits to employees of other participating employers; (2) if WBD chooses to stop participating in certain of these multiemployer plans, WBD may be required to pay those plans an amount based on the underfunded status of the plan, which is referred to as a withdrawal liability; and (3) actions taken by a participating employer that lead to a deterioration of the financial health of a multiemployer plan may result in the unfunded obligations of the multiemployer plan

being borne by its remaining participating employers, including WBD. While WBD does not expect any of the multiemployer plans to which it will contribute to be individually significant to WBD, as of September 2021, the WarnerMedia Business was, and WBD could be, an employer that provides more than 5% of total contributions to certain of the multiemployer plans in which it participates or WBD will participate.

To the extent that U.S.-registered multiemployer plans are underfunded, the Employee Retirement Income Security Act of 1974, as amended by the Multiemployer Pension Plan Amendments Act of 1980 (collectively, “ERISA”), may subject WBD to substantial liabilities in the event of a complete or partial withdrawal from, or upon termination of, such plans. The WarnerMedia Business currently contributes to, and in the past has contributed to, multiemployer plans that are underfunded, and, therefore, could have potential liability associated with a voluntary or involuntary withdrawal from, or termination of, such plans. In addition, for a multiemployer plan in endangered, seriously endangered or critical status, additional required contributions, generally in the form of surcharges on contributions otherwise required, and benefit reductions may apply if such plan is determined to be underfunded, which could adversely affect WBD’s business, financial condition and results of operations if WBD is unable to adequately mitigate these costs.

As of December 31, 2020, two of the multiemployer plans in which the WarnerMedia Business participates were underfunded, but neither plan was considered to be in endangered, seriously endangered or critical status. The amount of funds WBD may be obligated to contribute to multiemployer plans in the future cannot be estimated, as these amounts are based on future levels of work of the union-represented employees covered by the multiemployer plans, investment returns and the funding status of such plans. The WarnerMedia Business does not currently intend to withdraw from the multiemployer plans in which it participates, and it is not aware of circumstances that would reasonably lead to material claims against WBD in connection with the multiemployer plans in which WBD will participate. There can be no assurance, however, that WBD will not be assessed liabilities in the future. Potential withdrawal liabilities, requirements to pay increased contributions, and/or surcharges in connection with any multiemployer plans in which WBD will participate could materially adversely affect WBD’s business, financial condition and results of operations.

WBD’s businesses may be subject to labor disruption.

WBD and some of its suppliers and business partners will retain the services of writers, directors, actors, announcers, athletes, technicians, trade employees and others involved in the development and production of its television programming, feature films and interactive entertainment (e.g., games) who are covered by collective bargaining agreements. If negotiations to renew expiring collective bargaining agreements are not successful or become unproductive, the affected unions could take actions such as strikes, work slowdowns or work stoppages. Strikes, work slowdowns, work stoppages or the possibility of such actions could result in delays in the production of WBD’s television programming, feature films and interactive entertainment. WBD could also incur higher costs from such actions, enter into new collective bargaining agreements or renew collective bargaining agreements on less favorable terms. Many of the collective bargaining agreements that will cover individuals providing services to WBD are industry-wide agreements, and WBD may lack practical control over the negotiations and terms of these agreements. Union or labor disputes or player lock-outs relating to certain professional sports leagues may preclude WBD from producing and telecasting scheduled games or events and could negatively impact WBD’s promotional and marketing opportunities. Depending on their duration, union or labor disputes or player lock-outs could have a material adverse effect on WBD’s business, financial condition and results of operations.

As Discovery and the WarnerMedia Business both have operations in the United Kingdom, the United Kingdom’s withdrawal from the European Union could have an adverse impact on WBD’s business, financial condition and results of operations.

On January 31, 2020, the United Kingdom formally withdrew from the European Union, an event commonly referred to as “Brexit.” The transition period, during which the pre-Brexit rights and obligations on

trade, travel and business for the United Kingdom and the European Union continued to apply, ended on December 31, 2020. As of January 1, 2021, the relationship between the United Kingdom and the European Union is governed by the EU-UK Trade and Cooperation Agreement (“TCA”).

As a result of Brexit, the single-market and country-of-origin principles which have facilitated Discovery’s and the WarnerMedia Business’s respective cross-border activities from the United Kingdom into the European Union have ceased, which could have a material adverse impact on WBD’s business, financial condition and results of operations. Discovery and the WarnerMedia Business have incurred, and may continue to incur, costs, including due to reestablishment of broadcasting entities from the United Kingdom into the European Union, staff relocations and business travel, to minimize disruption to their businesses in the European Union, especially given that the audiovisual sector is carved out of the current trade deal between the United Kingdom and the European Union. There remains potential legal uncertainty and potentially divergent national laws and regulations as the United Kingdom determines which EU laws to replace and/or replicate as well as further changes the European Union may make regarding its audiovisual sector.

The announcement and implementation of Brexit has caused significant volatility in global stock markets and currency exchange rate fluctuations. With the expansion of WBD’s international operations, its exposure to currency exchange rate fluctuation will increase. The increase in exposure could have a material adverse effect on its results of operations and net asset balances, due, in part, to currency fluctuations impacting the British pound and the Euro. Brexit may also create global uncertainty, which may cause a decrease in consumer discretionary spending. Decreases in consumer discretionary spending may affect cable television and other video service subscriptions where Discovery’s and the WarnerMedia Business’s networks are distributed. A decrease in the number of subscribers receiving their programming could have a negative impact on WBD’s distribution revenues and the rates it will be able to charge for advertising for its advertising-supported services. In addition, different market requirements for advertising content may impact WBD’s advertising revenues. Any of the foregoing factors may materially adversely affect WBD’s business, financial condition and results of operations.

Foreign exchange rate fluctuations may adversely affect WBD’s business, financial condition and results of operations.

Discovery and the WarnerMedia Business have significant operations in a number of foreign jurisdictions and certain of their operations are, and certain of WBD’s operations will be, conducted—and certain of their debt obligations are, and certain of WBD’s debt obligations will be denominated—in foreign currencies. As a result, WBD will have exposure to foreign currency risk as it enters into transactions and makes investments denominated in multiple currencies. In addition, unforeseeable changes in foreign currency exchange rates could materially adversely affect WBD’s calculations of interest coverage and leverage ratios, which are used by independent rating agencies to assign short and long-term debt ratings. Lower debt ratings could increase WBD’s cost of borrowing or make it more difficult for it to obtain future financing, which could materially adversely affect WBD’s business, financial condition and results of operations.

The value of these currencies fluctuates relative to the U.S. dollar. WBD’s consolidated financial statements will be denominated in U.S. dollars, and to prepare those financial statements it will need to translate the amounts of the assets, liabilities, net sales, other revenues and expenses of its operations outside of the United States from local currencies into U.S. dollars using exchange rates for the current period. As WBD expands its international operations, its exposure to exchange rate fluctuations will increase. This increased exposure could have a material adverse effect on WBD’s business, financial condition and results of operations. There is no assurance that downward trending currencies will rebound or that stable currencies will remain unchanged in any period or for any specific market.

Increasing complexity of global tax policy and regulations could adversely impact WBD’s business and results of operations.

WBD will face the increasing complexity of operating a global business, as Discovery and the WarnerMedia Business are subject to tax policy and regulations in multiple non-U.S. jurisdictions. Many foreign jurisdictions

are contemplating additional taxes and/or levies on over-the-top services, as well as media advertising, including the proposed levy on media companies under consideration by the Polish government. In addition, many foreign jurisdictions have increased scrutiny and have either changed, or plan to change, their international tax systems due to the Organisation for Economic Co-operation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) recommendations. The BEPS recommendations call for enhanced transparency and reporting relating to companies’ entity structures and transfer pricing policies. These have been implemented through various initiatives, including the requirement for taxpayers to comply with global country-by-country reporting and the filing of a global master file, as well as the introduction of the multilateral instrument (“MLI”) which allows taxing authorities to better take aim at multinational tax avoidance. WBD will address and comply with these compliance and reporting requirements. Recently, officials from 136 jurisdictions, including the United States, agreed upon a framework for overhauling the taxation of multinational corporations that includes, among other things, profit reallocation rules and a 15% global minimum corporate income tax rate. These provisions, if implemented, could have a material effect on WBD’s income tax liability.

Additional complexity has also arisen in state aid: state resources used to provide recipients an advantage on a selective basis that has or could distort competition and affect trade between European member states. In recent years, the EC has increased their scrutiny on state aid and deviated from the historical EU state aid practices. There is great uncertainty about the future of EU state aid practices based on the appeals of many significant EC rulings against multinational corporations that are currently being challenged. The potential impact of these rulings is difficult to assess and Discovery’s and AT&T’s respective transfer pricing analyses conducted pursuant to accepted OECD methodologies may not sufficiently mitigate risk associated with Discovery’s and the WarnerMedia Business’s past agreements, respectively, or WBD’s agreements. Continued access, at historical levels, to production incentive schemes, such as film subsidies and tax credits, may also be affected by proposed changes in the laws currently under examination.

In addition, the determination of WBD’s worldwide provision for income taxes and current and deferred tax assets and liabilities will require judgment and estimation. WBD’s income taxes could also be materially adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of WBD’s deferred tax assets and liabilities, or by changes in worldwide tax laws, regulations or accounting principles.

In the United States, the Biden administration has issued guidance on certain tax law changes that it would support, which include, among other things, a significant increase in the corporate income tax rate, a new alternative minimum tax on book income and changes in the taxation of non-U.S. income. There has been recently released proposed legislation that includes, among other things, a new interest deduction limitation for certain domestic corporations that are members of certain multinational groups. While it is too early to predict the outcome of these proposals, if enacted, they could have a material effect on WBD’s income tax liability.

WBD expects to have directors in common with those of Liberty Media Corporation (“Liberty Media”), Liberty Global plc (“Liberty Global”), Qurate Retail, Inc. (“Qurate Retail”) and Liberty Broadband Corporation (“Liberty Broadband”), which may result in the diversion of business opportunities or other potential conflicts.

Liberty Media, Liberty Global, Qurate Retail and Liberty Broadband (collectively, the “Liberty Entities”) own interests in various U.S. and international companies, such as Charter Communications, Inc., that have subsidiaries that own or operate domestic or foreign content services that may compete with the content services WBD will offer. WBD will have no rights in respect of U.S. or international content opportunities developed by or presented to the subsidiaries of any Liberty Entities, and the pursuit of these opportunities by such subsidiaries may materially adversely affect WBD’s interests and those of its stockholders. Because WBD and the Liberty Entities expect to have overlapping directors, the pursuit of business opportunities may serve to intensify the conflicts of interest or appearance of conflicts of interest faced by the respective management teams.

WBD expects to have directors who are also related persons of Advance/Newhouse and who overlap with those of the Liberty Entities, which may lead to conflicting interests for those tasked with the fiduciary duties of the WBD Board.

The WBD Board is expected to include Steven A. Miron, the Chief Executive Officer of ANP, and Steven O. Newhouse, the Co-President of Advance. In addition, the WBD Board is expected to include John C. Malone, who is currently chairman of the board of directors of each of Liberty Media, Liberty Global and Liberty Broadband and a member of the board of directors of Qurate Retail. Mr. Miron is also currently a member of the board of directors of Charter Communications, Inc., of which Liberty Broadband owns an equity interest. The parent company of Advance/Newhouse and the Liberty Entities own interests in a range of media, communications and entertainment businesses.

None of the Liberty Entities will own any interest in WBD. As of October 31, 2021, Dr. Malone beneficially owns: shares of Liberty Media representing approximately 49% of the aggregate voting power of its issued and outstanding stock, shares representing approximately 30% of the aggregate voting power of Liberty Global, shares representing approximately 6% of the aggregate voting power of Qurate Retail and shares representing approximately 47% of the aggregate voting power of Liberty Broadband. Following the completion of the Transactions, Dr. Malone will beneficially own shares representing approximately % of the aggregate voting power in WBD. Expected members of the WBD Board who are also directors of the Liberty Entities hold stock and stock-based compensation in the Liberty Entities and Discovery and will hold stock and stock-based compensation in WBD following the Transactions.

These ownership interests and/or business positions could create, or appear to create, potential conflicts of interest when these individuals are faced with decisions that could have different implications for WBD, Advance/Newhouse and/or the Liberty Entities. For example, there may be the potential for a conflict of interest when WBD, on the one hand, or Advance/Newhouse and/or one or more of the Liberty Entities, on the other hand, consider acquisitions and other corporate opportunities that may be suitable for the other.

The members of the WBD Board will have fiduciary duties to WBD and its stockholders. Likewise, those persons who serve in similar capacities at Advance/Newhouse or a Liberty Entity have fiduciary duties to those companies. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting both respective companies, and there can be no assurance that the terms of any transactions will be as favorable to WBD or its subsidiaries as would be the case in the absence of a conflict of interest.

Provisions in the WBD charter and the Discovery bylaws and of applicable law may prevent or delay an acquisition of WBD, which could decrease the market price of WBD common stock.

The WBD charter, the Discovery bylaws and the DGCL contain or will contain provisions that may have the effect of deterring takeovers of WBD by making such takeovers more expensive to the acquirer and by encouraging prospective acquirers to negotiate with the WBD Board rather than to attempt a hostile takeover. These provisions include: (1) the division of the WBD Board into three classes of directors with Class I directors initially serving until immediately following WBD’s first annual meeting of stockholders after the completion of the Merger, Class II directors initially serving until immediately following WBD’s second annual meeting of stockholders after the completion of the Merger and Class III directors initially serving until immediately following WBD’s third annual meeting of stockholders after the completion of the Merger, which could have the effect of making the replacement of incumbent directors more time-consuming and difficult; (2) the prohibition of stockholder action by written consent; (3) rules regarding how the WBD stockholders may present proposals or nominate directors for election at stockholder meetings; and (4) the right of the WBD Board to issue preferred stock without stockholder approval. The DGCL will also impose some restrictions on mergers and other business combinations between WBD and any holder of 15% or more of outstanding WBD common stock. For more information, see “Description of Capital Stock of Discovery and WBD—Certain Anti-Takeover Effects of the WBD Charter, the Discovery Bylaws and Delaware Law.”

These provisions are intended to protect WBD stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with the WBD Board and by providing the WBD Board with more time to assess any acquisition proposal. These provisions are not intended to make WBD immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that the WBD Board determines is not in the best interests of WBD and its stockholders. Accordingly, if the WBD Board determines that a potential business combination transaction is not in the best interests of WBD and its stockholders, but certain stockholders believe that such a transaction would be beneficial to WBD and its stockholders, such stockholders may elect to sell their shares in WBD and the market price of WBD common stock could decrease.

These and other provisions of the WBD charter, the Discovery bylaws and the DGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on WBD’s business, financial condition and results of operations.

The WBD charter will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by WBD stockholders, which could discourage lawsuits against WBD and its directors and officers.

The WBD charter will provide that unless WBD consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of WBD, (2) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, stockholder or agent of WBD to WBD or its stockholders, (3) any action or proceeding asserting a claim arising out of or pursuant to, or seeking to enforce any right, obligation or remedy under, any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery (including, without limitation, any action asserting a claim arising out of or pursuant to the WBD charter or the bylaws of the combined company) or (4) any action or proceeding asserting a claim governed by the internal affairs doctrine.

Unless WBD consents in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations thereunder. Any person or entity acquiring any interest in shares of WBD common stock will be deemed to have notice of and consented to the exclusive forum provision in the WBD charter. Stockholders will not be deemed to have waived WBD’s compliance with the federal securities laws and the rules and regulations thereunder. The enforceability of similar exclusive forum provisions in other companies’ charters and bylaws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision in the WBD charter to be inapplicable or unenforceable.

This exclusive forum provision may limit the ability of stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with WBD or its directors or officers, which may discourage such lawsuits against WBD or its directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, WBD may incur additional costs associated with resolving such matters in other jurisdictions or forums, which could materially adversely affect WBD’s business, financial condition and results of operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements included in or incorporated by reference into this prospectus that are not historical facts, including financial estimates and projections and statements as to the expected timing, completion and effects of the Transactions, including expected synergies, constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the SEC. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the Transactions, including future financial and operating results, WBD’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements are based on the current beliefs and expectations of the managements of Discovery, AT&T and the WarnerMedia Business and are subject to significant risks and uncertainties outside of their control. Words such as “believes,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “aims,” “potential,” “will,” “would,” “could,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the managements of Discovery, AT&T and the WarnerMedia Business depending on a number of factors affecting their businesses and risks associated with the successful execution of the Transactions and the integration and performance of WBD following the Transactions. In evaluating these forward-looking statements, you should carefully consider the risks described herein and in other reports that Discovery, AT&T and Spinco file with the SEC. See “Risk Factors” and “Where You Can Find More Information; Incorporation by Reference.” Factors which could have a material adverse effect on operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to:

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the occurrence of any event, change or other circumstances that could give rise to the termination of, or prevent or delay the completion of, the Transactions;

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the risk that Discovery stockholders may not approve the Transactions;

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the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated or that may be burdensome;

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the risk that the Transactions may not qualify for their intended tax treatment;

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risks that any of the closing conditions to the Transactions may not be satisfied in a timely manner;

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risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the Transactions;

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risks related to disruption of management time from ongoing business operations due to the Transactions;

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risks related to Discovery’s ability to complete and WBD’s ability to integrate, maintain and obtain the anticipated financial and other benefits, including synergies, from the Transactions on a timely basis or at all;

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the possibility that the Transactions may involve other unexpected costs or liabilities;

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the risk that the integration of Discovery and the WarnerMedia Business will be more difficult, time-consuming or costly than expected;

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risks and costs related to the pursuit and/or implementation of the Separation, including the timing anticipated to complete the Separation and any changes to the configuration of businesses included in the Separation if implemented;

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risks related to any legal proceedings that have been or may be instituted against Discovery, AT&T and/or others relating to the Transactions;

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risks related to the value of WBD common stock to be issued in the Transactions and uncertainty as to the long-term value of WBD common stock and AT&T common stock;

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the effects of the announcement, pendency, completion or failure to achieve completion of the Transactions on Discovery’s, AT&T’s and the WarnerMedia Business’s operating results and businesses generally as well as the market price of AT&T common stock and Discovery capital stock;

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risks related to financial community and rating agency perceptions of each of Discovery and AT&T and their respective business, operations, financial condition and the industry in which each operates;

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the risk that Spinco, as a newly formed entity that currently has no credit rating, will not have access to the capital markets on acceptable terms;

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the effects of the announcement, pendency, completion or failure to achieve completion of the Transactions on the ability of Discovery, AT&T or the WarnerMedia Business to retain customers and retain and hire key personnel and maintain relationships with their suppliers;

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inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with GAAP and related standards, or on an adjusted or pro forma basis;

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inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections;

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future levels of indebtedness, including significant indebtedness expected to be incurred in connection with the Transactions, future compliance with debt covenants and the degree to which WBD will be leveraged following the completion of the Transactions;

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failure to timely obtain or consummate the financing or refinancing required in connection with the Transactions upon acceptable terms or at all;

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changes in the distribution and viewing of television programming, including the expanded deployment of personal video recorders, subscription video-on-demand, internet protocol television, mobile personal devices, personal tablets and user-generated content and their impact on television advertising revenue;

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continued consolidation of distribution customers and production studios;

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a failure to secure distribution agreements or renewal of such agreements on less favorable terms;

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rapid technological changes;

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the inability of advertisers or affiliates to remit payment to Discovery or the WarnerMedia Business in a timely manner or at all;

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risks related to the potential impact of general economic, political and market factors on the companies or the Transactions;

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industry trends, including the timing of, and spending on, feature film, television and television commercial production;

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spending on domestic and foreign television advertising;

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disagreements with Discovery’s or the WarnerMedia Business’s distributors or other business partners over contract interpretation;

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fluctuations in foreign currency exchange rates and political unrest and regulatory changes in international markets, including any proposed or adopted regulatory changes that impact the operations of Discovery’s or the WarnerMedia Business’s international media properties and/or modify the terms under which they offer their services and operate in international markets;

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market demand for foreign first-run and existing content libraries;

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the regulatory and competitive environment of the industries in which Discovery and the WarnerMedia Business, and the entities in which Discovery has interests, operate;

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uncertainties associated with product and service development and market acceptance, including the development and provision of programming for new television and telecommunications technologies and coordinating the offering of discovery+ and HBO Max;

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realizing DTC subscriber goals;

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future financial performance, including availability, terms and deployment of capital;

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the ability of suppliers and vendors to deliver products, equipment, software and services;

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the outcome of any pending, threatened or potential litigation;

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availability of qualified personnel and recruiting, motivating and retaining talent;

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the possibility or duration of an industry-wide strike or other job action affecting a major entertainment industry union or others involved in the development and production of WBD’s television programming, feature films and interactive entertainment (e.g., games) who are covered by collective bargaining agreements;

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changes in, or failure or inability to comply with, government regulations, including, without limitation, regulations of the FCC and similar authorities internationally and adverse outcomes from regulatory proceedings;

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changes in income taxes due to regulatory changes or changes in Discovery’s or WBD’s corporate structure;

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the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatment of the Transactions;

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changes in the nature of key strategic relationships with partners, distributors and equity method investee partners;

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competitor responses to WBD’s products and services and the products and services of the entities in which WBD will have interests;

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threatened or actual cyberattacks and cybersecurity breaches;

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threatened terrorist attacks and military action;

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the risk that natural disasters, public health issues, epidemics and pandemics, including COVID-19 and its variants, or the fear of such events, could provoke responses that cause delays in the expected timing of the Transactions, including, without limitation, as a result of any government or company imposed travel restrictions or the closure of government offices and resulting delays with respect to any matters pending before such governmental authorities;

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the severity, magnitude and duration of the COVID-19 pandemic and containment, mitigation and other measures taken in response, including the potential impacts of these matters on WBD’s business, financial condition and results of operations;

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the inability to predict the extent to which the COVID-19 pandemic and related impacts will continue to impact WBD’s business, financial condition and results of operations;

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reduced access to capital markets or significant increases in costs to borrow, including as a result of higher interest rates and perceived, potential or actual inflation;

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service disruptions or the failure of communications satellites or transmitter facilities;

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potential changes to the electromagnetic spectrum currently used for broadcast television and satellite distribution being considered by the FCC could negatively impact the WarnerMedia Business’s ability to deliver pay-TV network feeds of its domestic pay-TV programming networks to its affiliates, and, in some cases, the WarnerMedia Business’s ability to produce high-value news and entertainment programming on location;

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theft of Discovery’s or the WarnerMedia Business’s content and unauthorized duplication, distribution and exhibition of such content;

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changes in existing U.S. and foreign laws and regulations, as well as possible private rights of action, regarding intellectual property rights protection and privacy, personal data protection and user consent;

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a reduction of advertising revenue associated with unexpected reductions in the number of viewers; and

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other risks detailed from time to time in the respective filings of Discovery and AT&T with the SEC, including Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.

Unlisted factors, risks and uncertainties may present significant additional obstacles to the realization of forward-looking statements. The information contained herein speaks as of the date hereof, Discovery, AT&T and Spinco expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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THE EXCHANGE OFFER

Terms of the Exchange Offer

General

AT&T is offering to exchange all of the shares of Spinco common stock that are owned by AT&T for shares of AT&T common stock, at an exchange ratio to be calculated in the manner described below, on the terms and subject to the conditions and limitations described below and in the letter of transmittal and the exchange and transmittal information booklet, each filed as an exhibit to the registration statement of which this prospectus forms a part, that are validly tendered and not properly withdrawn prior to one minute after 11:59 p.m., New York City time, on , unless the Exchange Offer is extended or terminated. The last day on which tenders will be accepted, whether on or any later date to which the Exchange Offer is extended, is referred to in this prospectus as the “expiration date.” You may tender all, some or none of your shares of AT&T common stock.

AT&T currently expects approximately million shares of Spinco common stock will be held by AT&T upon completion of the Separation. The number of shares of AT&T common stock that will be accepted if the Exchange Offer is completed will depend on the final exchange ratio, the number of shares of Spinco common stock offered (i.e., approximately million) and the number of shares of AT&T common stock validly tendered and accepted in the Exchange Offer.

AT&T’s obligation to complete the Exchange Offer is subject to important conditions that are described in “—Conditions to Completion of the Exchange Offer.”

For each share of AT&T common stock that you validly tender in the Exchange Offer and do not properly withdraw and that is accepted for exchange, you will receive a number of shares of Spinco common stock at a % discount to the per-share value of Discovery Series A common stock, calculated as set forth below, subject to an upper limit of shares of Spinco common stock per share of AT&T common stock. Stated another way, subject to the upper limit described below, for each $100 of AT&T common stock accepted in the Exchange Offer, you will receive approximately $ of Spinco common stock.

The daily VWAP provided by Bloomberg may be different from other sources of VWAP or investors’ or security holders’ own calculations of VWAP. AT&T will determine such calculations of the per-share value of AT&T common stock and the per-share value of Spinco common stock, and such determination will be final.

If the upper limit on the number of shares of Spinco common stock that can be received for each share of AT&T common stock tendered and accepted in the Exchange Offer is in effect, then the exchange ratio will be fixed at the upper limit.

Upper Limit

The number of shares of Spinco common stock you can receive in the Exchange Offer is subject to an upper limit of shares of Spinco common stock for each share of AT&T common stock accepted in the Exchange Offer. If the upper limit is in effect, a stockholder will receive less than $ of Spinco common stock for each $100 of AT&T common stock that the stockholder validly tenders, that is not properly withdrawn and that is accepted in the Exchange Offer, and the stockholder could receive much less. This limit was calculated based on a % discount for shares of Spinco common stock based on the closing price of AT&T common stock on the NYSE and Discovery Series A common stock on Nasdaq on the trading day immediately preceding the commencement of the Exchange Offer. AT&T set this limit to ensure that an unusual or unexpected drop in the trading price of Discovery Series A common stock, relative to the trading price of AT&T common stock, would not result in an unduly high number of shares of Spinco common stock being exchanged for each share of AT&T common stock accepted in the Exchange Offer. AT&T will announce whether the upper limit on the number of shares that can be received for each share of AT&T common stock tendered and accepted

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in the Exchange Offer will be in effect, through and by press release, no later than 11:59 p.m., New York City time, at the end of the second trading day immediately preceding the expiration date.

Pricing Mechanism

The terms of the Exchange Offer are designed to result in your receiving $ of Spinco common stock for each $100 of AT&T common stock validly tendered, not properly withdrawn and accepted in the Exchange Offer based on the calculated per-share values described above. The Exchange Offer does not provide for a minimum exchange ratio because a minimum exchange ratio could result in the shares of Spinco common stock exchanged for each $100 of AT&T common stock being valued higher than approximately $ . Regardless of the final exchange ratio, the terms of the Exchange Offer would always result in you receiving approximately $ of Spinco common stock for each $100 of AT&T common stock, so long as the upper limit is not in effect. See the table on page 117 for purposes of illustration.

Subject to the upper limit described above, for each $100 of AT&T common stock accepted in the Exchange Offer, you will receive approximately $ of Spinco common stock. The following formula will be used to calculate the number of shares of Spinco common stock you will receive for shares of AT&T common stock accepted in the Exchange Offer:


Number of shares of Spinco common stock		=		Number of shares of AT&T common stock tendered and accepted, multiplied by the lesser of:		(a) (the upper limit) and		(b) 100% of the calculated per-share value of AT&T common stock divided by % of the calculated per-share value of Spinco common stock (calculated as described below)

The calculated per-share value of a share of AT&T common stock for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAP of AT&T common stock on the NYSE on each of the Valuation Dates, as reported by Bloomberg displayed under the heading Bloomberg VWAP on the Bloomberg page “T UN<Equity>AQR” (or its equivalent successor page if such page is not available). The calculated per-share value of a share of Spinco common stock for purposes of the Exchange Offer will equal the simple arithmetic average of the daily VWAP of Discovery Series A common stock on Nasdaq on each of the Valuation Dates, as reported by Bloomberg displayed under the heading Bloomberg VWAP on the Bloomberg page “DISCA UW<Equity>AQR” (or its equivalent successor page if such page is not available).

To help illustrate the way this calculation works, below are two examples:

Example 1: Assuming that the average of the daily VWAP on the Valuation Dates is $ per share of AT&T common stock and $ per share of Discovery Series A common stock, you would receive shares of Spinco common stock ($ divided by % of $ ) for each share of AT&T common stock accepted in the Exchange Offer. In this example, the upper limit of shares of Spinco common stock for each share of AT&T common stock would not apply.

Example 2: Assuming that the average of the daily VWAP on the Valuation Dates is $ per share of AT&T common stock and $ per share of Discovery Series A common stock, the upper limit would apply and you would only receive shares of Spinco common stock for each share of AT&T common stock accepted in the Exchange Offer because the limit is less than shares of Spinco common stock ($ divided by % of $ ) for each share of AT&T common stock.

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Indicative Per-Share Values

Indicative exchange ratios, calculated per-share values of AT&T common stock and calculated per-share values of Spinco common stock will be made available on each trading day during the Exchange Offer before the third Valuation Date, commencing after the close of trading on the third trading day during the Exchange Offer, and may be obtained by contacting the information agent at the toll-free number provided on the back cover of this prospectus or at the website maintained at https://www.dfking.com/warnermediadistribution.

From after the close of trading on the third trading day of the Exchange Offer until the first Valuation Date, the website will show the indicative calculated per-share values, as applicable, calculated as though that day were the third Valuation Date of the Exchange Offer, of (1) AT&T common stock, which will equal the simple arithmetic average of the daily VWAP of AT&T common stock, as calculated by AT&T, on each of the three consecutive trading days ending on and including such day and (2) Spinco common stock, which will equal the simple arithmetic average of the daily VWAP of Discovery Series A common stock, as calculated by AT&T, on each of the three consecutive trading days ending on and including such day.

On the first two Valuation Dates, when the values of AT&T common stock and Spinco common stock are calculated for the purposes of the Exchange Offer, the indicative calculated per-share values of AT&T common stock and the indicative calculated per-share values of Spinco common stock, as calculated by AT&T, will each equal (1) after the close of trading on the NYSE and Nasdaq on the first Valuation Date, the VWAPs for that day, and (2) after the close of trading on the NYSE and Nasdaq on the second Valuation Date, the VWAPs for that day averaged with the VWAPs on the first Valuation Date. No indicative exchange ratio will be published or announced on the third Valuation Date. AT&T will determine the simple arithmetic average of the VWAPs based on data provided by Bloomberg, and such determinations will be final.

Final Exchange Ratio

The final exchange ratio that shows the number of shares of Spinco common stock that you will receive for each share of AT&T common stock accepted in the Exchange Offer will be available at and announced by press release by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated.

After that time, you may also contact the information agent to obtain the final exchange ratio at its toll-free number provided on the back cover of this prospectus.

Each of the daily VWAPs, calculated per-share values and the final exchange ratio will be rounded to four decimal places. AT&T will determine the simple arithmetic average of the VWAPs based on data provided by Bloomberg, and such determinations will be final.

If AT&T common stock or Discovery Series A common stock does not trade on any of the Valuation Dates, the calculated per-share value of AT&T common stock or the calculated per-share value of Spinco common stock, as applicable, will be determined using the daily VWAP of AT&T common stock and Discovery Series A common stock on the preceding full trading day or days, as the case may be, on which both AT&T common stock and Discovery Series A common stock did trade.

Since the Exchange Offer is scheduled to expire at one minute after 11:59 p.m., New York City time, on the last day of the Exchange Offer period, and the final exchange ratio will be announced by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated, you will be able to tender or withdraw your shares of AT&T common stock after the final exchange ratio is determined. The timing of such announcement will therefore provide each holder of AT&T

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common stock with two full business days after knowing the final exchange ratio and whether the upper limit is in effect during which to decide whether to tender or withdraw their shares in the Exchange Offer. For more information on validly tendering and properly withdrawing your shares, see “—Procedures for Tendering” and “—Withdrawal Rights.”

For the purposes of illustration, the table below indicates the number of shares of Spinco common stock that you would receive per share of AT&T common stock, calculated on the basis described above and taking into account the limit described above, assuming a range of averages of the daily VWAP of AT&T common stock and Discovery Series A common stock on the Valuation Dates. The first row of the table below shows the indicative calculated per-share value of AT&T common stock, the indicative calculated per-share value of Spinco common stock and the indicative exchange ratio that would have been in effect following the official close of trading on the NYSE and Nasdaq on , based on the daily VWAPs of AT&T common stock and Discovery Series A common stock on , and . The table also shows the effects of a 10% increase or decrease in either or both the calculated per-share value of AT&T common stock and the calculated per-share value of Spinco common stock based on changes relative to the values on .

AT&T Common
Stock

Discovery
Series A
Common Stock

Calculated
Per-Share
Value of
AT&T
Common
Stock(A)

Calculated Per-
Share Value of
Spinco
Common
Stock (Before
the %
Discount)(B)

Shares of Spinco
Common Stock to
Be Received Per
Share of AT&T
Common Stock
Tendered (The
Exchange Ratio)(C)

Calculated
Value
Ratio(D)

As of

Down 10%

Up 10%

Down 10%

Unchanged

Down 10%

Unchanged

Up 10%

Unchanged

Down 10%

[1]

Up 10%

Unchanged

[2]

Up 10%

Down 10%

[3]

(A)	As of , the calculated per-share value of AT&T common stock equals the simple arithmetic average of daily VWAPs on each of the three prior trading dates ($ , $ and $ ).

(B)	As of , the calculated per-share value of Spinco common stock equals the simple arithmetic average of daily Discovery Series A common stock VWAPs on each of the three prior trading dates ($ , $ and $ ).

(C)	Calculated as A / (B*(1- %)) or equal to the upper limit, whichever is less.

(D)	The Calculated Value Ratio equals (i) the calculated per-share value of Spinco common stock (B) multiplied by the exchange ratio (C), divided by (ii) the calculated per-share value of AT&T common stock (A), rounded to the nearest three decimals.

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If the trading price of AT&T common stock were to increase during the last two full trading days prior to the expiration of the Exchange Offer, the average per-share value of AT&T common stock used to calculate the exchange ratio would likely be lower than the closing price of AT&T common stock on the expiration date of the Exchange Offer. As a result, you will receive fewer shares of Spinco common stock and, therefore, effectively fewer shares of WBD common stock, for each $100 of AT&T common stock than you would have if that per-share value were calculated on the basis of the closing price of AT&T common stock on the expiration date of the Exchange Offer. Similarly, if the trading price of Discovery Series A common stock were to decrease during the last two full trading days prior to the expiration of the Exchange Offer, the average per-share value of Spinco common stock used to calculate the exchange ratio would likely be higher than the closing price of Discovery Series A common stock on the expiration date of the Exchange Offer. This could also result in your receiving fewer shares of Spinco common stock and, therefore, effectively fewer shares of WBD common stock, for each $100 of AT&T common stock than you would otherwise receive if that per-share value were calculated on the basis of the closing price of Discovery Series A common stock on the expiration date of the Exchange Offer.

The number of shares of AT&T common stock that may be accepted in the Exchange Offer may be subject to proration. Depending on the number of shares of AT&T common stock validly tendered, and not properly withdrawn in the Exchange Offer, and the final exchange ratio, determined as described above, AT&T may have to limit the number of shares of AT&T common stock that it accepts in the Exchange Offer through a proration process. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described below under “—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock.”

This prospectus and related documents are being sent to persons who directly held shares of AT&T common stock on and brokers, banks and similar persons whose names or the names of whose nominees appear on AT&T’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of AT&T’s common stock.

Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock

Except as otherwise provided in this section, beneficial holders (other than participants in the AT&T 401(k) Plans) of fewer than 100 shares of AT&T common stock who validly tender all of their shares will not be subject to proration if the Exchange Offer is oversubscribed. Beneficial holders of 100 or more shares of AT&T common stock are not eligible for this preference.

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For purposes of the Exchange Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

Fractional Shares

Following the completion of the Exchange Offer, Merger Sub will be merged with and into Spinco, whereby Spinco will continue as the surviving company and a wholly owned subsidiary of WBD. Each issued and outstanding share of Spinco common stock (except for shares of Spinco common stock held by Spinco as treasury stock or by any other member of the Spinco Group, which will be canceled and cease to exist and no consideration will be delivered in exchange therefor) will automatically convert into the right to receive a number of shares of WBD common stock such that immediately after the Merger, such holders (or, if such holders exchange all of their shares of AT&T common stock in the Exchange Offer, also former holders) of AT&T common stock that received shares of Spinco common stock in the Distribution will own approximately 71% of the outstanding shares of WBD common stock on a fully diluted basis and holders of Discovery capital stock as of immediately prior to the Reclassification and the Merger will own approximately 29% of the outstanding shares of WBD common stock on a fully diluted basis, in each case, excluding any overlaps in the pre-Merger AT&T and Discovery stockholder bases, as described under “The Transactions—Calculation of the Merger Consideration.” In this conversion of shares of Spinco common stock into shares of WBD common stock, no fractional shares of WBD common stock will be delivered to holders of Spinco common stock. Instead, all fractional shares of WBD common stock that a holder of Spinco common stock would otherwise be entitled to receive as a result of the Merger will be aggregated by the Exchange Agent. The Exchange Agent will cause the whole shares obtained thereby to be sold on behalf of such holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock in the Merger in the open market or otherwise, in each case at then prevailing market prices, and in no case later than ten business days after the effective time of the Merger. The Exchange Agent will make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and conveyance and similar taxes, on a pro rata basis, without interest, as soon as practicable to the holders of Spinco common stock that would otherwise be entitled to receive such fractional shares of WBD common stock in the Merger.

In the event that the number of shares of AT&T common stock tendered in the Exchange Offer results in fewer than all of the shares of Spinco common stock being exchanged in the Exchange Offer, then proration would not occur and all of the remaining shares of Spinco common stock held by AT&T would be distributed by way of a Clean-Up Spin-Off following the completion of the Exchange Offer to all remaining AT&T stockholders.

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Exchange of Shares of AT&T Common Stock

Upon the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of the extension or amendment (see “The Exchange Offer—Conditions to Completion of the Exchange Offer”)), AT&T will accept for exchange and will exchange, for shares of Spinco common stock owned by AT&T, the AT&T common stock validly tendered, and not properly withdrawn, prior to the expiration of the Exchange Offer, promptly after the expiration date.

The exchange of AT&T common stock tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Offer Agent of (1) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those shares of AT&T common stock in the Exchange Offer Agent’s account at The Depository Trust Company, pursuant to the procedures set forth below in “—Procedures for Tendering,” (2) the letter of transmittal for shares of AT&T common stock, properly completed and duly executed (which eligible holders of DRS shares may complete through the Exchange Offer Agent’s election website), with any required signature guarantees, or, in the case of a book-entry transfer through The Depository Trust Company, an agent’s message and (3) any other required documents.

For purposes of the Exchange Offer, AT&T will be deemed to have accepted for exchange, and thereby exchanged, AT&T common stock validly tendered and not properly withdrawn if and when AT&T notifies the Exchange Offer Agent of its acceptance of the tenders of those shares of AT&T common stock pursuant to the Exchange Offer.

At or prior to the time of completion of the Exchange Offer, and prior to the Merger, AT&T will irrevocably deliver to the Exchange Offer Agent a book-entry authorization representing all of the shares of Spinco common stock issued and outstanding owned by it, with irrevocable instructions to hold the shares of Spinco common stock in trust for AT&T stockholders that are receiving shares of Spinco common stock in the Exchange Offer and a potential Clean-Up Spin-Off. Immediately prior to the Merger, by virtue of the delivery of such shares and the satisfaction prior to the Merger of the conditions to the Distribution and AT&T’s acceptance of all shares tendered in the Exchange Offer, those entitled to shares of Spinco common stock in the Exchange Offer or a potential Clean-Up Spin-Off will be considered the beneficial owners of such shares. The Exchange Offer Agent will continue to hold the shares of Spinco common stock in trust for the benefit of those Spinco stockholders pending the completion of the Merger. At the effective time of the Merger, those shares of Spinco common stock held in trust by the Exchange Offer Agent will automatically convert into the right to receive shares of WBD common stock and, following the effective time of the Merger, once the final number of shares of Spinco common stock received by each Spinco stockholder in the Exchange Offer and a potential Clean-Up Spin-Off is determined, the Exchange Agent will deliver the appropriate number of shares of WBD common stock based on the terms of the Merger Agreement. Consistent with its obligations under the Exchange Act, AT&T intends to distribute shares of Spinco common stock to those AT&T stockholders whose shares are tendered, and accepted, in the Exchange Offer, promptly.

Upon surrender of the documents required by the Exchange Offer Agent, duly executed, each former holder of AT&T common stock will receive from the Exchange Agent, in exchange for their shares of Spinco common stock, shares of WBD common stock and/or cash in lieu of fractional shares of WBD common stock, as the case may be. You will not receive any interest on any cash paid to you, even if there is a delay in making the payment. For the avoidance of doubt and if there is a Clean-Up Spin-Off, those receiving shares of Spinco common stock solely in a Clean-Up Spin-Off need not complete any documentation and they will receive first, their shares of Spinco common stock (which shall not be transferable during the brief period in which they are held), and second, their shares of WBD common stock without any action on their part.

If AT&T does not accept for exchange any tendered shares of AT&T common stock for any reason pursuant to the terms and conditions of the Exchange Offer, shares tendered by book-entry transfer pursuant to the procedures set forth below in “—Procedures for Tendering” will be credited to an account maintained within The Depository Trust Company promptly following expiration or termination of the Exchange Offer.

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Procedures for Tendering

Shares Held in Book-Entry DRS

If your shares of AT&T common stock are held in book-entry via the DRS, you must deliver to the Exchange Offer Agent a properly completed and duly executed letter of transmittal, along with any required signature guarantees and any other required documents.

Shares Held Through a Broker, Dealer, Commercial Bank, Trust Company or Similar Institution

If you hold shares of AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution and wish to tender your shares of AT&T common stock in the Exchange Offer, you should follow the instructions sent to you separately by that institution. In this case, you should not use a letter of transmittal to direct the tender of your AT&T common stock. If that institution holds shares of AT&T common stock through The Depository Trust Company, it must notify The Depository Trust Company and cause it to transfer the shares into the Exchange Offer Agent’s account in accordance with The Depository Trust Company’s procedures. The institution must also ensure that the Exchange Offer Agent receives an agent’s message from The Depository Trust Company confirming the book-entry transfer of your AT&T common stock. A tender by book-entry transfer will be completed upon receipt by the Exchange Offer Agent of an agent’s message, book-entry confirmation from The Depository Trust Company and any other required documents.

For purposes of the Exchange Offer, the term “agent’s message” means a message, transmitted by The Depository Trust Company to, and received by, the Exchange Offer Agent and forming a part of a book-entry confirmation, which states that The Depository Trust Company has received an express acknowledgment from the participant in The Depository Trust Company tendering the shares of AT&T common stock which are the subject of the book-entry confirmation, that the participant has received and agrees to be bound by the terms of the letter of transmittal (including the instructions thereto) and that AT&T may enforce that agreement against the participant.

The Exchange Offer Agent will establish an account with respect to the shares of AT&T common stock at The Depository Trust Company for purposes of the Exchange Offer, and any eligible institution that is a participant in The Depository Trust Company may make book-entry delivery of shares of AT&T common stock by causing The Depository Trust Company to transfer such shares into the Exchange Offer Agent’s account at The Depository Trust Company in accordance with The Depository Trust Company’s procedure for the transfer. Delivery of documents to The Depository Trust Company does not constitute delivery to the Exchange Offer Agent.

Shares Held in AT&T 401(k) Plans

If your account in the AT&T 401(k) Plans includes units in the AT&T Shares Fund as of , you can instruct the Trustee to either keep your AT&T Shares Fund account invested in shares of AT&T common stock or exchange some or all of your units in the AT&T Shares Fund for units in a Spinco common stock investment fund, pursuant to the Exchange Offer (which will convert into the right to receive shares of WBD common stock in the Merger). You will receive instructions from the Trustee via letter or email informing you how to provide instructions to the Trustee and the deadline for providing those instructions. If you do not provide instructions to the Trustee prior to the applicable deadline, none of your units in the AT&T Shares Fund in the AT&T 401(k) Plan will be exchanged for an interest in a Spinco common stock investment fund pursuant to the Exchange Offer. Upon the Closing, any units in a Spinco common stock investment fund will be converted into the right to receive units in a WBD common stock investment fund.

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applicable, in respect of AT&T Shares Fund units attributable to your account in the AT&T 401(k) Plans. AT&T is unable to predict how many units in a Spinco common stock investment fund you would receive in a potential Clean-Up Spin-Off. Upon the Closing, any units in a Spinco common stock investment fund attributable to your account in the AT&T 401(k) Plans would be converted into units in a WBD common stock investment fund in the AT&T 401(k) Plans.

If the Exchange Offer is oversubscribed, the number of shares of AT&T common stock that you give instructions to exchange will be reduced on a pro rata basis. Any proration of the number of shares accepted in the Exchange Offer will be determined on the basis of the proration mechanics described under “—Terms of the Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of AT&T Common Stock.”

After the Closing, AT&T and the plan fiduciary responsible for evaluating the propriety of investment options under the AT&T 401(k) Plans may conclude that the AT&T 401(k) Plans will no longer maintain a WBD common stock investment fund, in which case the WBD common stock investment fund would be liquidated and the proceeds reallocated to one or more of the other investment options within the AT&T 401(k) Plans based on your election or to the AT&T 401(k) Plan’s qualified default investment alternative.

General Instructions

Do not send letters of transmittal to AT&T, Discovery, Spinco or the information agent. Letters of transmittal for AT&T common stock should be sent to the Exchange Offer Agent at an address listed on the letter of transmittal.

Trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity who sign a letter of transmittal or stock powers must indicate the capacity in which they are signing and must submit evidence of their power to act in that capacity unless waived by AT&T.

The Exchange Offer Agent must receive the letter of transmittal for AT&T common stock at the address set forth on the back cover of this prospectus prior to the expiration of the Exchange Offer. Alternatively, in case of a book-entry transfer of AT&T common stock through The Depository Trust Company, the Exchange Offer Agent must receive the agent’s message and a book-entry confirmation prior to such time and date.

Letters of transmittal for AT&T common stock must be received by the Exchange Offer Agent. Please read carefully the instructions to the letter of transmittal you have been sent. You should contact the information agent if you have any questions regarding tendering your AT&T common stock.

Signature Guarantees

Signatures on all letters of transmittal for AT&T common stock must be guaranteed by a firm which is a member of the Securities Transfer Agents Medallion Program, or by any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each of the foregoing being a “U.S. eligible institution”), except in cases in which shares of AT&T common stock are tendered for the account of a U.S. eligible institution.

If shares of AT&T common stock held through the DRS are registered in the name of a person other than the person who signs the letter of transmittal, the letter of transmittal must be accompanied by appropriate stock powers signed exactly as the name or names of the registered owner or owners appear on the letter of transmittal accompanying the tender of shares of AT&T common stock held through the DRS without alteration, enlargement or any change whatsoever, with the signature(s) on the letter of transmittal or stock powers guaranteed by an eligible institution.

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Guaranteed Delivery Procedures

If you wish to tender shares of AT&T common stock pursuant to the Exchange Offer but (1) you cannot deliver the shares or other required documents to the Exchange Offer Agent on or before the expiration date of the Exchange Offer or (2) you cannot comply with the procedures for book-entry transfer through The Depository Trust Company on a timely basis, you may still tender your AT&T common stock, so long as all of the following conditions are satisfied:

•

you must make your tender by or through a U.S. eligible institution;

•

on or before the expiration date, the Exchange Offer Agent must receive a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by AT&T, in the manner provided below; and

•

no later than 5:00 p.m. on the second NYSE trading day after the date of execution of such notice of guaranteed delivery, the Exchange Offer Agent must receive: (a) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those shares of AT&T common stock in the Exchange Offer Agent’s account at The Depository Trust Company; (b) a letter of transmittal for shares of AT&T common stock properly completed and duly executed (including any signature guarantees that may be required) or, in the case of shares delivered by book-entry transfer through The Depository Trust Company, an agent’s message; and (c) any other required documents.

Registered stockholders (including any participant in The Depository Trust Company whose name appears on a security position listing of The Depository Trust Company as the owner of AT&T common stock) may transmit the notice of guaranteed delivery by email transmission or mail it to the Exchange Offer Agent. If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must submit any notice of guaranteed delivery on your behalf.

If, after the expiration date, any stockholder that delivered a valid notice of guaranteed delivery fails to deliver the item(s) required above by 5:00 p.m. on the second NYSE trading day after the date of execution of such notice of guaranteed delivery, AT&T may elect, in its sole discretion, to waive the guaranteed delivery, at which point such shares of AT&T common stock will not be accepted in the Exchange Offer and no shares of Spinco common stock will be received in exchange therefore. AT&T currently does not expect to accept any shares identified in a notice of guaranteed delivery after such time.

Any AT&T stockholder who validly tenders (and does not properly withdraw) shares of AT&T common stock for shares of Spinco common stock and whose shares are accepted in the Exchange Offer will waive their rights with respect to such shares to receive, and forfeit any rights to, shares of Spinco common stock distributed on a pro rata basis to AT&T stockholders in a potential Clean-Up Spin-Off. Such stockholders will have waived their rights to shares of Spinco common stock in a potential Clean-Up Spin-Off notwithstanding the fact they held shares of AT&T common stock on the Distribution record date. As such, AT&T stockholders whose shares are validly tendered, and accepted, in the Exchange Offer, would not receive shares of Spinco common stock in a potential Clean-Up Spin-Off in respect of such shares (but may with respect to any other shares that are not validly tendered and accepted). Further, if an AT&T stockholder has delivered, prior to one minute after 11:59 p.m., New York City time, on the expiration date, a properly completed and duly executed notice of guaranteed delivery in accordance with the terms of the Exchange Offer, and such stockholder fails to complete the appropriate steps to complete their tender of shares (as set forth above) by 5:00 p.m. on the second NYSE trading day after the date of execution of such notice of guaranteed delivery and the expiration date for the Exchange Offer has passed, then AT&T may elect (and currently expects) not to accept for exchange from such stockholder those shares that were the subject of the notice of guaranteed delivery. In such instance, because such shares will not have been accepted in the Exchange Offer, they will not be subject to the foregoing waiver.

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Tendering Your Shares after the Final Exchange Ratio Has Been Determined

AT&T will announce the final exchange ratio used to determine the number of shares that can be received for each share of AT&T common stock accepted in the Exchange Offer by press release, and it will be available on the website https://www.dfking.com/warnermediadistribution, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ), unless the Exchange Offer is extended or terminated.

If you are a registered stockholder of AT&T common stock, and you wish to tender your shares after the final exchange ratio has been determined, but you believe you would be unable to deliver an original executed letter of transmittal to the Exchange Offer Agent prior to the expiration of the Exchange Offer at one minute after 11:59 p.m., New York City time, on the expiration date, then you should consider instead tendering your shares by means of delivering a notice of guaranteed delivery prior to such time and complying with the guaranteed delivery procedures described above. If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must tender your shares on your behalf. If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution and do not intend to tender your shares by means of delivering a notice of guaranteed delivery, consult with such institution on the procedures that must be complied with and the time by which such procedures must be completed in order for that institution to tender on your behalf prior to one minute after 11:59 p.m., New York City time, on the expiration date.

The Depository Trust Company is expected to remain open until 6:00 p.m., New York City time, on the last trading day prior to the expiration of the Exchange Offer, which is also the expiration date, and institutions may be able to process tenders for AT&T common stock through The Depository Trust Company during that time (although there is no assurance that this will be the case). Once The Depository Trust Company has closed, participants in The Depository Trust Company whose name appears on a Depository Trust Company security position listing as the owner of AT&T common stock will still be able to tender their AT&T common stock by delivering a notice of guaranteed delivery to the Exchange Offer Agent via email so long as it is received prior to the expiration of the Exchange Offer.

If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must submit any notice of guaranteed delivery on your behalf. It will generally not be possible to direct such an institution to submit a notice of guaranteed delivery once that institution has closed for the day. Stockholders should consult with the institution through which they hold shares on the procedures that must be complied with and the time by which such procedures must be completed in order for that institution to provide a notice of guaranteed delivery on such holder’s behalf prior to one minute after 11:59 p.m., New York City time, on the expiration date. In addition, any such institution, if it is not an eligible institution, will need to obtain a medallion guarantee from an eligible institution in the form set forth in the applicable notice of guaranteed delivery in connection with the delivery of those shares.

If the upper limit on the number of shares that can be received for each share of AT&T common stock validly tendered is in effect, then the exchange ratio will be fixed at the upper limit.

Effect of Tenders

A tender of AT&T common stock pursuant to any of the procedures described above will constitute your acceptance of the terms and conditions of the Exchange Offer as well as your representation and warranty to AT&T that (1) you have the full power and authority to tender, sell, assign and transfer the tendered shares (and any and all other shares of AT&T common stock or other securities issued or issuable in respect of such shares), (2) when the same are accepted for exchange, AT&T will acquire good and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims, and (3) you own the shares being tendered within the meaning of Rule 14e-4 promulgated under the Exchange Act.

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It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares of AT&T common stock for such person’s own account unless, at the time of tender, the person so tendering (1) has a net long position equal to or greater than the amount of (a) shares of AT&T common stock tendered or (b) other securities immediately convertible into or exchangeable or exercisable for the shares of AT&T common stock tendered and such person will acquire such shares for tender by conversion, exchange or exercise and (2) will cause such shares to be delivered in accordance with the terms of this prospectus. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

The exchange of AT&T common stock validly tendered and accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Offer Agent of (1) in the case of shares delivered by book-entry transfer through The Depository Trust Company, confirmation of a book-entry transfer of those shares of AT&T common stock in the Exchange Offer Agent’s account at The Depository Trust Company, (2) the letter of transmittal for shares of AT&T common stock, properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer through The Depository Trust Company, an agent’s message and (3) any other required documents.

Appointment of Attorneys-in-Fact and Proxies

By executing a letter of transmittal as set forth above, you irrevocably appoint AT&T’s designees as your attorneys-in-fact and proxies, each with full power of substitution, to the full extent of your rights with respect to your shares of AT&T common stock tendered and accepted for exchange by AT&T and with respect to any and all other shares of AT&T common stock and other securities issued or issuable in respect of the shares of AT&T common stock on or after the expiration of the Exchange Offer. That appointment is effective when and only to the extent that AT&T deposits the shares of Spinco common stock for the shares of AT&T common stock that you have tendered with the Exchange Offer Agent. All such proxies will be considered coupled with an interest in the tendered shares of AT&T common stock and therefore will not be revocable. Upon the effectiveness of such appointment, all prior proxies that you have given will be revoked and you may not give any subsequent proxies (and, if given, they will not be deemed effective). AT&T’s designees will, with respect to the shares of AT&T common stock for which the appointment is effective, be empowered, among other things, to exercise all of your voting and other rights as they, in their sole discretion, deem proper. AT&T reserves the right to require that, in order for shares of AT&T common stock to be deemed validly tendered, immediately upon AT&T’s acceptance for exchange of those shares of AT&T common stock, AT&T must be able to exercise full voting rights with respect to such shares.

Determination of Validity

AT&T will determine questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of AT&T common stock, in AT&T’s sole discretion, and its determination will be final and binding. AT&T reserves the absolute right to reject any and all tenders of AT&T common stock that it determines are not in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. In the event a stockholder disagrees with such determination, he or she may seek to challenge such determination in a court of competent jurisdiction. AT&T also reserves the absolute right to waive any of the conditions of the Exchange Offer, or any defect or irregularity in the tender of any shares of AT&T common stock. No tender of shares of AT&T common stock is valid until all defects and irregularities in tenders of shares of AT&T common stock have been cured or waived. Neither AT&T nor the Exchange Offer Agent, the information agent or any other person is under any duty to give notification of any defects or irregularities in the tender of any shares of AT&T common stock or will incur any liability for failure to give any such notification. AT&T’s interpretation of the terms and conditions of the Exchange Offer (including the letter of transmittal and instructions thereto) will be final and binding. Notwithstanding the foregoing, AT&T stockholders may challenge any such determination in a court of competent jurisdiction.

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Binding Agreement

The tender of AT&T common stock pursuant to any of the procedures described above will constitute a binding agreement between AT&T and you upon the terms of, and subject to, the conditions to the Exchange Offer. See “—Conditions to Completion of the Exchange Offer.”

The method of delivery of shares of AT&T common stock and all other required documents, including delivery through The Depository Trust Company, is at your option and risk, and the delivery will be deemed made only when actually received by the Exchange Offer Agent. If delivery is by mail, it is recommended that you use registered mail with return receipt requested, properly insured. In all cases, you should allow sufficient time to ensure timely delivery.

Partial Tenders

If shares of AT&T common stock are delivered and not accepted due to proration or a partial tender, (1) shares of AT&T common stock held through the DRS that were delivered will remain in book-entry form in the holder’s name and (2) shares of AT&T common stock held through The Depository Trust Company will be credited back through The Depository Trust Company in book-entry form.

If you validly withdraw your shares of AT&T common stock or the Exchange Offer is not completed, (1) shares of AT&T common stock held through the DRS that were delivered will remain in book-entry form in the holder’s name and (2) shares of AT&T common stock held through The Depository Trust Company will be credited back through The Depository Trust Company in book-entry form.

Withdrawal Rights

Shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn at any time after the commencement of the Exchange Offer on and prior to one minute after 11:59 p.m., New York City time, on the expiration date of the Exchange Offer (currently expected to be ). Once AT&T accepts shares of AT&T common stock pursuant to the Exchange Offer, your tender is irrevocable. In addition, shares of AT&T common stock tendered pursuant to the Exchange Offer may be withdrawn after (i.e., after the expiration of 40 business days from the commencement of the Exchange Offer) if AT&T does not accept your shares of AT&T common stock pursuant to the Exchange Offer by such date.

For a withdrawal of shares of AT&T common stock to be effective, the Exchange Offer Agent must receive from you a written notice of withdrawal, in the form made available to you, at one of its addresses or the email address set forth on the back cover of this prospectus, and your notice must include your name and the number of shares of AT&T common stock to be withdrawn, as well as the name of the registered holder, if it is different from that of the person who tendered those shares.

If shares of AT&T common stock have been tendered pursuant to the procedures for book-entry tender discussed in “—Procedures for Tendering,” any notice of withdrawal must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with the procedures of The Depository Trust Company.

If you hold shares of AT&T common stock through the AT&T 401(k) Plans, the instructions you receive from The Bank of New York Mellon, as Trustee for the AT&T 401(k) Plans, via letter or email will contain instructions on how to withdraw your shares.

AT&T will decide all questions as to the form and validity (including time of receipt) of any notice of withdrawal, in its sole discretion, and its decision will be final and binding, subject to the rights of the tendering stockholders to challenge AT&T’s determination in a court of competent jurisdiction. Neither AT&T nor the Exchange Offer Agent, the information agent nor any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or will incur any liability for failure to give any notification.

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Any shares of AT&T common stock properly withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer. However, you may re-tender withdrawn AT&T common stock by following one of the procedures discussed in “—Procedures for Tendering” at any time prior to the expiration of the Exchange Offer (or pursuant to the instructions sent to you separately).

Except for the withdrawal rights described above, any tender made under the Exchange Offer is irrevocable.

Withdrawing Your Shares after the Final Exchange Ratio Has Been Determined

The final exchange ratio will be available no later than 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be ) immediately preceding the expiration date of the Exchange Offer (currently expected to be ). If you are a registered stockholder of AT&T common stock and you wish to withdraw your shares after the final exchange ratio has been determined, you must deliver a written notice of withdrawal or email transmission notice of withdrawal to the Exchange Offer Agent prior to one minute after 11:59 p.m., New York City time, on the expiration date. Medallion guarantees will not be required for such withdrawal notices. If you hold AT&T common stock through a broker, dealer, commercial bank, trust company or similar institution, any notice of withdrawal must be delivered by that institution on your behalf. Stockholders should consult with the institution through which they hold shares on the procedures that must be complied with and the time by which such procedures must be completed in order for that institution to provide a notice of withdrawal on such holder’s behalf prior to one minute after 11:59 p.m., New York City time, on the expiration date. The Depository Trust Company is expected to remain open until 6:00 p.m., New York City time, on the last trading day prior to the expiration (which is also the expiration date), and institutions may be able to process withdrawals of AT&T common stock through The Depository Trust Company during that time (although there can be no assurance that this will be the case). Once The Depository Trust Company has closed, if you beneficially own shares of AT&T common stock that were previously delivered through The Depository Trust Company, then in order to properly withdraw your shares the institution through which your shares are held must deliver a written notice of withdrawal or email transmission notice of withdrawal to the Exchange Offer Agent prior to one minute after 11:59 p.m., New York City time, on the expiration date. Such notice of withdrawal must be in the form of The Depository Trust Company’s notice of withdrawal, must specify the name and number of the account at The Depository Trust Company to be credited with the withdrawn shares and must otherwise comply with The Depository Trust Company’s procedures. Shares can be properly withdrawn only if the Exchange Offer Agent receives a withdrawal notice directly from the relevant institution that tendered the shares through The Depository Trust Company.

If the upper limit on the number of shares of Spinco common stock that can be exchanged for each share of AT&T common stock tendered is in effect, then the exchange ratio will be fixed at the upper limit.

Book-Entry Accounts

Certificates representing shares of Spinco common stock will not be issued to holders of AT&T common stock pursuant to the Exchange Offer. Rather than issuing certificates representing such shares of Spinco common stock to tendering holders of AT&T common stock, the Exchange Offer Agent will cause the shares of Spinco common stock to be credited to records maintained by the Exchange Offer Agent for the benefit of the respective holders. Following the completion of the Exchange Offer, Merger Sub will be merged with and into Spinco in the Merger and each share of Spinco common stock will automatically convert into the right to receive WBD common stock and cash in lieu of fractional shares of WBD common stock. In connection with the Exchange Offer, you will receive a letter of transmittal and instructions for use in obtaining the WBD common stock and cash in lieu of fractional shares of WBD common stock into which your shares of Spinco common stock held in book-entry accounts are converted. For the avoidance of doubt, stockholders of AT&T receiving shares of Spinco and WBD common stock solely as a result of a potential Clean-Up Spin-Off, and who are not participating in the Exchange Offer, need not complete any letter of transmittal or take any other action to receive their shares. As promptly as practicable following the Merger and AT&T’s notice and determination of the final

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proration factor, if any, the Exchange Agent will credit the shares of WBD common stock into which the shares of Spinco common stock have been converted to book-entry accounts maintained for the benefit of the AT&T stockholders who received shares of Spinco common stock in the Exchange Offer and in a Clean-Up Spin-Off and will send these holders a statement evidencing their holdings of shares of WBD common stock.

Extension; Termination; Amendment

Extension, Termination or Amendment by AT&T

Subject to its compliance with the Separation Agreement, AT&T expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Exchange Offer is open and thereby delay acceptance for payment of, and the payment for, any shares of AT&T common stock validly tendered and not properly withdrawn in the Exchange Offer. For example, the Exchange Offer can be extended if any of the conditions to completion of the Exchange Offer described in “—Conditions to Completion of the Exchange Offer” are not satisfied or waived prior to the expiration of the Exchange Offer. If the Exchange Offer is extended, the Valuation Dates will reset to the period of three consecutive trading days ending on and including the second trading day preceding the revised expiration date, as may be extended.

Subject to its compliance with the Separation Agreement, AT&T expressly reserves the right, in its sole discretion, at any time and from time to time, to amend the terms of the Exchange Offer in any respect prior to the expiration of the Exchange Offer, except that AT&T does not intend to extend the Exchange Offer other than in the circumstances described above.

If AT&T materially changes the terms of or information concerning the Exchange Offer or if AT&T waives a material condition of the Exchange Offer, it will extend the Exchange Offer in the manner required by law. The SEC has stated that, as a general rule, it believes that an offer should remain open for a minimum of five business days from the date that notice of the material change is first given or in the event there is a waiver of a material condition to the Exchange Offer.However, the length of time that an offer must be extended depends on the particular facts and circumstances. For example, as required by law, the Exchange Offer will be extended so that it remains open for a minimum of ten business days, rather than five business days, following the announcement if:

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AT&T changes the method for calculating the number of shares of Spinco common stock offered in exchange for each share of AT&T common stock; and

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the Exchange Offer is scheduled to expire within ten business days of announcing any such change.

If AT&T extends the Exchange Offer, is delayed in accepting for exchange any shares of AT&T common stock or is unable to accept for exchange any shares of AT&T common stock under the Exchange Offer for any reason, then, without affecting AT&T’s rights under the Exchange Offer, the Exchange Offer Agent may retain all shares of AT&T common stock tendered on AT&T’s behalf. These shares of AT&T common stock may not be withdrawn except as provided in “—Withdrawal Rights.”

AT&T’s reservation of the right to delay acceptance of any shares of AT&T common stock is subject to applicable law, which requires that AT&T pay the consideration offered or return the shares of AT&T common stock deposited promptly after the termination or withdrawal of the Exchange Offer.

AT&T will issue a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day following any extension, amendment, non-acceptance or termination of the previously scheduled expiration date.

Method of Public Announcement

Subject to applicable law (including Rules 13e-4(d), 13e-4(e)(3) and 14e-1 under the Exchange Act, which require that any material change in the information published, sent or given to stockholders in connection with

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the Exchange Offer be promptly disclosed to stockholders in a manner reasonably designed to inform them of the change) and without limiting the manner in which AT&T may choose to make any public announcement, AT&T assumes no obligation to publish, advertise or otherwise communicate any such public announcement other than by publishing a press release.

Conditions to Completion of the Exchange Offer

AT&T will not be required to complete the Exchange Offer and may extend or terminate the Exchange Offer, if, at the scheduled expiration of the Exchange Offer:

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any condition precedent to the completion of the Transactions (other than the Exchange Offer) pursuant to the Merger Agreement and Separation Agreement has not been satisfied or waived (except for the conditions precedent that will be satisfied at the time of the completion of the Transactions) or for any reason the Transactions (other than the Exchange Offer) cannot be completed promptly after completion of the Exchange Offer (see “The Separation Agreement—Conditions to the Distribution” and “The Merger Agreement—Conditions to the Merger”);

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the shares of WBD common stock to be issued in the Merger have not been authorized for listing on Nasdaq;

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any proceeding for the purpose of suspending the effectiveness of any registration statement of which this prospectus is a part has been initiated by the SEC and not concluded or withdrawn;

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the Merger Agreement or the Separation Agreement has been terminated;

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AT&T has not received, and does not reasonably expect to receive, the IRS Ruling regarding the qualification of the Distribution and certain related Transactions for tax-free treatment; or

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any of the following conditions or events have occurred, or AT&T reasonably expects any of the following conditions or events to occur:

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any action, litigation, suit, claim or proceeding is instituted that would be reasonably likely to enjoin, prohibit, restrain, make illegal, make materially more costly or materially delay the completion of the Exchange Offer;

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any injunction, order, stay, judgment, ruling, stipulation, determination, decree or award is issued, or any law, statute, rule, regulation, legislation, interpretation, governmental order or injunction is enacted, in each case, by any court, government, governmental authority or other regulatory or administrative authority having jurisdiction over AT&T, Spinco or Discovery, in each case, whether temporary, preliminary or permanent in nature, any of which would reasonably be likely to restrain, prohibit, enjoin, make illegal or delay the completion of the Exchange Offer;

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any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States;

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any extraordinary or material adverse change in U.S. financial markets generally, including, without limitation, a decline of at least 15% in either the Dow Jones Average of Industrial Stocks or the Standard & Poor’s 500 Index within a period of 60 consecutive days or less occurring after ;

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a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

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•

a commencement of a war (whether declared or undeclared) or the existence, occurrence or continuation of any armed hostilities, act of terrorism, pandemics, tsunamis, typhoons, hail storms, blizzards, tornadoes, droughts, cyclones, earthquakes, floods, hurricanes, tropical storms, fires or other natural or man-made disasters or acts of God or any national, international or regional calamity, which would reasonably be expected to affect materially and adversely, AT&T, Spinco or Discovery, or to delay materially, the completion of the Exchange Offer;

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if any of the situations above exist (including for this purpose the COVID-19 pandemic) as of the commencement of the Exchange Offer, any material deterioration of the situation;

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any condition or event (including, without limitation, those listed above) that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, condition (financial or otherwise) or results of operations of AT&T, Spinco or Discovery; or

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a “market disruption event” (as defined below) occurs with respect to shares of AT&T common stock or Discovery Series A common stock on any of the Valuation Dates and such market disruption event has, in AT&T’s reasonable judgment, impaired the benefits of the Exchange Offer to AT&T.