Monday, December 6News That Matters

Discovery and AT&T: How a Huge Media Deal Was Done

Deals are rarely smooth, and an anomaly with Discovery’s share price dovetailed with the negotiations. Discovery’s stock began to inexplicably rocket in February and March to $75 from $45 because of a convoluted trading scandal involving Archegos, a little-known private investment firm that bet big on Discovery and other companies via derivatives using billions in borrowed money.

With banks forced to buy shares to hedge their spiraling exposure to Archegos, Discovery’s market value jumped nearly 60 percent, for no obvious reason to outsiders. But by May, the stock had returned to where it was during Mr. Zaslav’s initial approach, and the two sides ultimately forged a deal that gave 71 percent of the new company to AT&T shareholders and 29 percent to Discovery.

Now, the trick was closing it before word could leak out.

One awkward conversation awaiting Mr. Stankey was with Jason Kilar, the former chief of Hulu tapped by AT&T, with great fanfare, just a year earlier to lead WarnerMedia. To mark the occasion of his first anniversary on the job, Mr. Kilar had agreed — with AT&T’s blessing — to be profiled by The Wall Street Journal. He invited a reporter in late April to interview him on the Warner Bros. lot in Burbank, Calif., unaware that across the country, his colleagues were feverishly working to close the deal.

At some point during the week of May 3, Mr. Stankey dropped the bomb: He informed Mr. Kilar that the company would soon change hands, and it was unclear what Mr. Kilar’s role might be. The 2,600-word Journal profile of Mr. Kilar, which included a quote from Mr. Stankey, was published on May 14, three days before the deal was announced.

Usually a cheerful presence on Twitter, Mr. Kilar didn’t bother sharing the article with his 37,000 followers. By the weekend, Mr. Kilar had retained the entertainment power lawyer Allen Grubman to start negotiating his exit.

A little after 7 a.m. on Sunday, Mr. Zaslav boarded a corporate jet at a small airport on the East End of Long Island, not far from his home, to head to AT&T’s Dallas headquarters to put the finishing touches on the deal. But just over an hour into the flight, word got out through Bloomberg’s black-and-orange terminal screens: “AT&T is in talks to combine content assets with Discovery.”