S&C Advises AT&T in a $30 Billion Debt Offering for WarnerMedia Deal

March 29, 2022

AT&T, through a subsidiary (WarnerMedia Spinco), completed an offering of $30 billion senior unsecured notes on March 15. The notes were issued in a private offering exempt from registration in accordance with Rule 144A and Regulation S under the Securities Act of 1933.
 
The notes were offered by  WarnerMedia Spinco and certain selling security holders as part of the pending deal to combine AT&T's WarnerMedia business, which will be owned by WarnerMedia Spinco, with Discovery through an all-stock, Reverse Morris Trust transaction. As a result of the transaction, Discovery will be renamed Warner Bros. Discovery and WarnerMedia Spinco will become its wholly-owned subsidiary.  The net proceeds from the sale of the notes, which included a debt-for-debt exchange by WarnerMedia Spinco and AT&T, will be used to fund a special cash payment and provide other consideration to AT&T at closing.
 
The S&C team advising AT&T and WarnerMedia Spinco on the notes issuance and debt-for-debt exchange included Patrick Brown, Ari Blaut, Joyce Kwok, Alan Fishman, Boli Chen, Joshua Levin, Julia Whall, Travis Lesch, Grace Nielsen and Andrew Brod. Eric Krautheimer, Melissa Sawyer, Lauren Boehmke, Lisa Morales, Kelly McGovern and Hannah Beard are advising on M&A matters; Kristen Klein and Joyce Lee are advising on executive compensation and benefits matters; Nader Mousavi, Mark Schenkel and William Bekker are advising on intellectual property matters; Isaac Wheeler, Jameson Lloyd, Saul Brander and David Horton are advising on tax matters.