M&A Acquirer Playbook

Warner Bros. Discovery, Inc. acquisition history.

Every deal, price, and strategic rationale.

Company Warner Bros. Discovery, Inc.

SEC CIK 0001437107

Tracked filings EDGAR · 8-K

Total deals tracked

Disclosed 8-K acquisitions, 2012 — present.

Aggregate disclosed value

$60B

approximately $60 billion across disclosed transactions — anchored by the $43B WarnerMedia combination and the $14.6B Scripps acquisition.

Active acquisition years

2012 · 2013 · 2014 · 2017 · 2021 · 2022

international tuck-ins early, transformational scale deals later.

Primary sectors

Media & entertainment

global TV networks, film and television studios, and direct-to-consumer streaming, spanning unscripted, scripted, news and sports (Scripps, WarnerMedia; SBS Nordic, Eurosport, All3Media).

Verified 7 deals on this page · sourced from SEC filings

All cross-references covered.

Timeline

7 deals, $60B deployed.

Plotted by close date where disclosed, otherwise announcement. Click any marker to jump to the deal entry.

The playbook

The rationale that repeats.

Three patterns show up across Warner Bros. Discovery's deal book — what the team buys, how it pays, and how it integrates. The patterns are the throughline; the individual deals below are the evidence.

Acquisition criteria

Buy genres you don't own.

Discovery's early deals systematically added content categories it lacked. SBS Nordic brought general entertainment, scripted and sports programming "to the company's suite of services for the first time," and the Eurosport controlling-interest deal gave it scale in live sports across Europe and Asia. Scripps then layered on the most-watched U.S. lifestyle brands — HGTV and Food Network — and WarnerMedia completed the arc by adding scripted Hollywood studios, HBO and CNN.

WarnerMedia (AT&T)Scripps Networks InteractiveSBS Nordic (ProSiebenSat.1 Group)Eurosport International (TF1 Group)All3Media

Capital deployment

Step up from minority stake to control.

Several deals converted existing partnerships into consolidated ownership. Eurosport moved from a 20% interest to 51% control, accelerating a TF1 partnership by nearly a year; the Hub Network venture with Hasbro was taken to a 60% controlling position and rebranded Discovery Family Channel; and Discovery Japan went from a 50% equity investee to a consolidated subsidiary. The pattern lets Discovery test a market through a JV, then buy control once the thesis is proven.

WarnerMedia (AT&T)Scripps Networks InteractiveSBS Nordic (ProSiebenSat.1 Group)Eurosport International (TF1 Group)All3Media

Integration approach

Scale through transformational mergers.

The two largest deals reshaped the company outright. The $14.6 billion Scripps acquisition created "a global leader in real life entertainment" with nearly 20% of U.S. ad-supported pay-TV viewership and ~$350 million of expected synergies. Four years later the $43 billion WarnerMedia combination — an all-stock Reverse Morris Trust with AT&T — created Warner Bros. Discovery with projected $52 billion of revenue and at least $3 billion in annual synergies, vaulting the company into the front rank of global streaming.

WarnerMedia (AT&T)Scripps Networks InteractiveSBS Nordic (ProSiebenSat.1 Group)Eurosport International (TF1 Group)All3Media

Deal book · 7 acquisitions

The full deal book.

7 acquisitions. Click any row to see the deal value, financing structure, target revenue, executive commentary, and the original SEC filing — the evidence behind the patterns above.

Discovery, Inc. combined with AT&T's WarnerMedia premium entertainment, sports and news assets to create a premier standalone global entertainment company, Warner Bros. Discovery, which began trading on the Nasdaq as 'WBD' on April 11, 2022. The combination brought together WarnerMedia's studios and portfolio of scripted entertainment, animation, news and sports (Warner Bros., HBO, HBO Max, CNN, DC, TNT, TBS, Cartoon Network, Turner Classic Movies) with Discovery's leadership in unscripted and international entertainment and sports (Discovery Channel, discovery+, HGTV, Food Network, TLC, Eurosport).

Why it was attractive

01 WarnerMedia brought scripted studios
02 HBO/HBO Max
03 CNN and iconic franchises (DC
04 Harry Potter
05 Game of Thrones) that complemented Discovery's unscripted and international strengths
06 giving the combined company scale to compete with Netflix and Disney in global streaming

Capabilities acquired

Film & television studiospremium streaming (HBO Maxdiscovery+)scripted and unscripted content librariesnews (CNN)global sports rightsinternational distribution

During my many conversations with John, we always come back to the same simple and powerful strategic principle: these assets are better and more valuable together. It is super exciting to combine such historic brands, world class journalism and iconic franchises under one roof and unlock so much value and opportunity.

David Zaslav President & CEO, Discovery, Inc.

This agreement unites two entertainment leaders with complementary content strengths and positions the new company to be one of the leading global direct-to-consumer streaming platforms. It will support the fantastic growth and international launch of HBO Max with Discovery's global footprint and create efficiencies which can be re-invested in producing more great content.

John Stankey CEO, AT&T Inc.

Deal value

$43B

approximately $43 billion (subject to adjustment)

Terms

AnnouncedMay 2021

ClosedApr 2022

StructureMerger

Considerationall-stock Reverse Morris Trust

Financials

Target revenue / EBITDAnew company projected 2023 revenue ~$52 billion; adjusted EBITDA ~$14 billion

Cash impact / synergiesat least $3 billion in expected cost synergies annually for the new company, to be reinvested in content

Deal facts

GeographyDallas, TX (AT&T/WarnerMedia) and New York, NY (Discovery); global operations

SegmentStudios, Networks & Direct-to-Consumer streaming

Integration unitCombined into Warner Bros. Discovery, Inc.; David Zaslav named CEO; 13-member board (7 appointed by AT&T, 6 by Discovery)

Integration timelineAnnounced May 17, 2021; closed April 8, 2022; WBD began trading on Nasdaq April 11, 2022

Fundingall-stock Reverse Morris Trust (cash, debt securities, and WarnerMedia debt retention to AT&T; AT&T shareholders received 71% and Discovery shareholders 29% of the new company).

SEC 8-K · WarnerMedia (AT&T)

Discovery Communications acquired Scripps Networks Interactive, owner of lifestyle networks including HGTV, Food Network, Travel Channel, DIY Network, Cooking Channel and Great American Country, in a cash-and-stock transaction valued at $14.6 billion. The combination created a global leader in real-life entertainment with nearly 20% of ad-supported pay-TV viewership in the U.S. and five of the top female-skewing networks.

Why it was attractive

01 Scripps' HGTV and Food Network are among the most-watched and most-profitable lifestyle networks in U.S. pay-TV
02 with strong female demographics and a large original-programming library that complemented Discovery's nonfiction portfolio

Capabilities acquired

Lifestyle cable networks (HGTVFood NetworkTravel Channel)~8000 hours of original programming annuallyshort-form and digital videofemale-skewing audience reach

This is an exciting new chapter for Discovery. Scripps is one of the best run media companies in the world with terrific assets, strong brands and popular talent and formats. We believe that by coming together with Scripps, we will create a stronger, more flexible and more dynamic media company with a global content engine that can be fully optimized and monetized across our combined networks, products and services in every country around the world.

David Zaslav President & CEO, Discovery Communications

This agreement with Discovery presents an unmatched opportunity for Scripps to grow its leading lifestyle brands across the world and on new and emerging channels including short-form, direct-to-consumer and streaming platforms.

Kenneth W. Lowe Chairman, President & CEO, Scripps Networks Interactive

Deal value

$14.6B

$14.6 billion, or $90 per share

Terms

AnnouncedJul 2017

ClosedMar 2018

StructureFull acquisition

Considerationcash-and-stock

Financials

Cash impact / synergiesapproximately $350 million in estimated cost synergies; expected to be accretive to Adjusted EPS and Free Cash Flow in the first year after close

Deal facts

GeographyKnoxville, Tennessee, USA

SegmentU.S. Networks / lifestyle programming

Integration unitIntegrated into Discovery's U.S. Networks segment

Integration timelineAnnounced July 31, 2017; closed March 6, 2018

Not disclosed in filing Target revenue / EBITDA

Fundingcash-and-stock (34% premium to Scripps' unaffected share price).

SEC 8-K · Scripps Networks Interactive

Discovery Communications acquired the SBS Nordic general entertainment television and radio business operations of ProSiebenSat.1 Media AG, comprising 12 television networks across Norway, Sweden, Denmark and Finland (with operations also in England). The acquisition expanded Discovery's brand portfolio by adding general entertainment, scripted and sports programming to its suite of services for the first time.

Why it was attractive

01 The Nordic markets are among the most well-penetrated and stable TV markets in the world
02 and SBS Nordic added general entertainment
03 scripted and sports genres that Discovery had not previously owned
04 deepening its international footprint

Capabilities acquired

General entertainmentscripted and sports TV networks and radio across the Nordic regiondual revenue stream (advertising plus affiliate) networks

SBS Nordic has a fully distributed portfolio of dual revenue stream networks with a terrific management team that will expand Discovery's footprint across the Nordic region, which includes some of the most well-penetrated and stable TV markets in the world.

David Zaslav President & CEO, Discovery Communications

Deal value

$1.4B

EUR 1.4 billion ($1.8 billion) including closing purchase price adjustments (announced enterprise value ~$1.7 billion / EUR 1.325 billion)

Terms

AnnouncedDec 2012

ClosedApr 2013

StructureFull acquisition

Considerationall cash

Financials

Cash impact / synergiesoperating synergies and increased Nordic region market penetration (reflected in $779 million of goodwill recorded at acquisition)

Deal facts

GeographyNordic region (Norway, Sweden, Denmark, Finland; operations also in England)

SegmentInternational Networks

Integration unitComponent of Discovery's International Networks segment

Integration timelineAnnounced December 14, 2012; closed April 9, 2013

Not disclosed in filing Target revenue / EBITDA

Fundingall cash.

SEC 8-K · SBS Nordic (ProSiebenSat.1 Group)

Discovery Communications acquired a controlling interest in Eurosport International, Europe's leading pan-European sports media platform, increasing its ownership stake from 20% to 51% by buying out part of TF1 Group's holding. The deal accelerated a larger strategic partnership with TF1 first announced in December 2012 and brought Eurosport's six pay-TV brands (Eurosport, Eurosport HD, Eurosport 2, Eurosport 2 HD, Eurosport Asia-Pacific and Eurosportnews) under Discovery's control.

Why it was attractive

01 Eurosport gave Discovery scale in live sports — a genre it had largely lacked — across Europe and Asia
02 strengthening its position as the world's #1 pay-TV programmer and adding 'must-have' content for advertisers and affiliates

Capabilities acquired

Pan-European sports rights and channels (tenniscyclingskiingskatingmotorsport)multi-language sports distribution across Europe and Asia-Pacific

Eurosport is one of the strongest, most dynamic sports platforms in the world. Over the past year, as we have been working directly with our partners from TF1, it became clear that combining the power of Eurosport's brands and audience reach with Discovery's network portfolio, boots on the ground, and country-specific expertise creates an unrivaled and powerful offering for viewers, advertisers and affiliates.

David Zaslav President & CEO, Discovery Communications

Deal value

$253M

approximately EUR 253 million ($343 million), subject to working capital adjustments (for the move from 20% to 51%)

Terms

AnnouncedJan 2014

ClosedMay 2014

StructureFull acquisition

Considerationall cash

Deal facts

GeographyParis, France; pan-European and Asia-Pacific distribution

SegmentInternational Networks / sports

Integration unitPart of Discovery's International Networks segment

Integration timelineAnnounced January 21, 2014; completed May 30, 2014; commitment to acquire a further 31% of Eurosport France beginning 2015 subject to regulatory resolution

Not disclosed in filing Target revenue / EBITDA · Cash impact / synergies

Fundingall cash (controlling-interest acquisition: ownership increased from 20% to 51%).

SEC 8-K · Eurosport International (TF1 Group)

Discovery Communications and Liberty Global agreed to form a 50:50 joint venture to acquire All3Media, the largest independent television production group in the U.K., from its founders and the Permira funds. All3Media, headquartered in London with a strong presence in the U.S., Germany, the Netherlands and New Zealand, holds a diversified catalogue of more than 8,000 hours of content across drama, comedy, factual and factual-entertainment programming.

Why it was attractive

01 All3Media owned a large
02 diversified content library and production capability that gave Discovery and Liberty Global ownership of the creative supply chain feeding global broadcasting partners

Capabilities acquired

Scripted and unscripted TV production and distribution26 creative centers across the world's largest TV-producing markets~8000 hours of content across dramacomedy and factual genres

Deal value

Not disclosed

Terms

AnnouncedMay 2014

ClosedMay 2014

StructureFull acquisition

Consideration50:50 joint venture with Liberty Global to acquire All3Media from its founders and the Permira funds

Financials

Target revenue / EBITDAapproximately GBP 505 million (fiscal year ended August 2013)

Deal facts

GeographyLondon, U.K. (with operations in the U.S., Germany, the Netherlands and New Zealand)

SegmentContent production

Integration unitOperated as an independently managed company under its own name within the 50:50 Discovery/Liberty Global joint venture

Integration timelineAnnounced May 8, 2014

Not disclosed in filing Cash impact / synergies

Funding50:50 joint venture with Liberty Global to acquire All3Media from its founders and the Permira funds.

SEC 8-K · All3Media

Discovery Communications took a 60% controlling ownership position in the joint-venture network previously known as The Hub Network (a venture with Hasbro), rebranding it Discovery Family Channel effective October 13, 2014. The network broadened its programming to serve families in primetime while continuing to showcase Hasbro Studios' children's content in daytime, and was consolidated and managed by Discovery.

Why it was attractive

01 Taking majority control of the kids-and-family channel let Discovery consolidate the network
02 control its programming direction
03 and add a family-focused brand to its U.S. portfolio while retaining Hasbro's content pipeline

Capabilities acquired

Kids and family cable programmingHasbro Studios library (My Little PonyLittlest Pet ShopTransformers Rescue Bots) plus Discovery family programming

Deal value

Not disclosed

Terms

AnnouncedSep 2014

ClosedSep 2014

StructureFull acquisition

Considerationacquisition of controlling interest

Deal facts

GeographyUnited States (Silver Spring, Md. and Pawtucket, RI)

SegmentU.S. Networks / kids & family

Integration unitRebranded Discovery Family Channel under Group President Henry Schleiff; Tom Cosgrove named GM; consolidated and managed by Discovery

Integration timelineAnnounced September 25, 2014; rebrand effective October 13, 2014

Not disclosed in filing Target revenue / EBITDA · Cash impact / synergies

Fundingacquisition of controlling interest (Discovery to 60% ownership / Hasbro to 40%); channel consolidated.

SEC 8-K · The Hub Network (Discovery Family Channel)

Discovery Communications acquired Switchover Media, a group of five Italian television channels with children's and entertainment programming, expanding its International Networks presence in Italy.

Why it was attractive

01 Switchover Media's Italian children's and entertainment channels added owned-and-operated distribution in a major European market to Discovery's International Networks segment

Capabilities acquired

Italian children's and general-entertainment television channels

On December 28, 2012, the Company acquired Switchover Media, a group of five Italian television channels with children's and entertainment programming.

Discovery Communications FY2013 10-K Acquisitions note

Deal value

Not disclosed

Terms

AnnouncedDec 2012

ClosedDec 2012

StructureFull acquisition

ConsiderationNot disclosed

Deal facts

GeographyItaly

SegmentInternational Networks

Integration unitInternational Networks segment

Integration timelineAcquired December 28, 2012

Not disclosed in filing Target revenue / EBITDA · Cash impact / synergies

Funding(not disclosed).

SEC 8-K · Switchover Media

End of deal book

7 acquisitions · $60B deployed ·2012 — present

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7 deals, $60B deployed.

The rationale that repeats.

Buy genres you don't own.

Step up from minority stake to control.

Scale through transformational mergers.

The full deal book.

Put VectorShift to workon every deal.

Put VectorShift to work
on every deal.