WarnerMedia
Warner Media, LLC is an American multinational mass media and entertainment conglomerate owned by AT&T and headquartered in New York City. It was originally formed in 1990 by Steve Ross as Time Warner, from the merger of Time Inc. and the original Warner Communications. The company has film, television and cable operations, with its assets including WarnerMedia Entertainment, WarnerMedia News & Sports, and Warner Bros..
On October 22, 2016, AT&T announced an offer to acquire Time Warner for $108.7 billion. The proposed merger was confirmed on June 12, 2018, after AT&T won an antitrust lawsuit that the U.S. Justice Department filed in 2017 to attempt to block the acquisition. The merger closed two days later, with the company becoming a subsidiary of AT&T.
Despite spinning off Time Inc. in 2014, the company retained the Time Warner name until AT&T's acquisition in 2018, after which it became WarnerMedia. The company's previous assets included Time Inc., TW Telecom, AOL, Time Warner Cable, Warner Books, and Warner Music Group; these operations were either sold to others or spun off as independent companies. The company was ranked No. 98 in the 2018 Fortune 500 list of the largest United States corporations by total revenue.
History
Warner Communications
On February 10, 1972, the entertainment assets of the Kinney National Company were spun-off into Warner Communications due to a financial scandal involving price fixing in its parking operations. Warner Communications served as the parent company for Warner Bros., the Warner Music Group, Warner Cable, and Dimension Pictures during the 1970s and 1980s. It also owned DC Comics and Mad magazine.During its time as Warner Communications, the company made a number of further acquisitions. In 1979, Warner formed a joint venture with credit card company American Express, Warner-Amex Satellite Entertainment, which owned such cable channels as MTV, Nickelodeon, The Movie Channel, and VH1. Warner bought out American Express's half in 1984, and sold the venture a year later to the original iteration of Viacom, which renamed it MTV Networks. In 1982, Warner purchased Popular Library from CBS Publications.
In the mid- to late-1980s, Warner began to face financial difficulties. From 1976 to 1984, Warner Communications owned Atari, Inc., but suffered substantial losses due to the video game crash of 1983. Taking advantage of Warner Communications's financial situation, the neighboring company of Time Inc. announced on March 4, 1989, that the two companies were to merge.
During the summer of 1989, Paramount Communications launched a $12.2 billion hostile bid to acquire Time, Inc. in an attempt to end a stock-swap merger deal between Time and Warner Communications. Time raised its bid to $14.9 billion in cash and stock. Paramount responded by filing a lawsuit in a Delaware court to block the Time/Warner merger. The court ruled twice in favor of Time, forcing Paramount to drop both the Time acquisition and the lawsuit, and allowing the two companies to merge, which was completed on January 10, 1990.
1990s
partnered with Time Warner in 1993 to form what is now known as TW Telecom, initially known as Time Warner Communications, in order to bring telephone via fiber to the masses. US West also took a 26% stake in the entertainment portion of the company, calling that division Time Warner Entertainment. US West's stake eventually passed to acquired cable company MediaOne, then to AT&T Broadband in 1999 when that company acquired MediaOne, then finally to Comcast in 2001 when that company bought the AT&T Broadband division. Comcast sold their stake in the company in 2003, relegating the name to a subdivision under Time Warner Cable.On October 10, 1996, Time Warner merged with Turner Broadcasting System, which was established by Ted Turner. Not only did this result in the company re-entering the basic cable television industry, but Warner Bros. also regained the rights to their pre-1950 film library, which by then had been owned by Turner, while Turner gained access to WB's post-1950 library, as well as other WB-owned properties. The Turner deal also brought two separate film companies, New Line Cinema and Castle Rock Entertainment, into the Time Warner fold.
Time Warner completed its purchase of Six Flags Theme Parks in 1993 after buying half of the company in 1991, saving it from financial trouble. The company was later sold to Oklahoma-based theme park operator Premier Parks under certain terms and conditions on April 1, 1998.
Dick Parsons, already a director on the board since 1991, was hired as Time Warner president in 1995, although the division operational heads continued to report directly to chairman and CEO Gerald Levin.
In 1991, HBO and Cinemax became the first premium pay services to offer multiplexing to cable customers, with companion channels supplementing the main networks. In 1993, HBO became the world's first digitally transmitted television service. In 1995, CNN introduced CNN.com which later became a leading destination for global digital news, both online and mobile. In 1996, Warner Bros. spearheaded the introduction of the DVD, which gradually replaced VHS tapes as the standard format for home video in the early to mid-2000s. In 1999, HBO became the first national cable TV network to broadcast a high–definition version of its channel.
AOL-Time Warner
In January 2000, AOL stated its intentions to purchase Time Warner for $164 billion. Due to the larger market capitalization of AOL, their shareholders would own 55% of the new company while Time Warner shareholders owned only 45%, so in actual practice AOL had merged with Time Warner, even though Time Warner had far more assets and revenues. Time Warner had been looking for a way to embrace the digital revolution, while AOL wanted to convert its stock price into tangible assets.The deal, officially filed on February 11, 2000, employed a merger structure in which each original company merged into a newly created entity. The Federal Trade Commission cleared the deal on December 14, 2000, and gave final approval on January 11, 2001; the company completed the merger later that day. The deal was approved on the same day by the Federal Communications Commission, and had already been cleared by the European Commission on October 11, 2000.
AOL Time Warner Inc., as the company was then called, was supposed to be a merger of equals with top executives from both sides. Gerald Levin, who had served as chairman and CEO of Time Warner, was CEO of the new company. AOL co-founder Steve Case served as Executive Chairman of the board of directors, Robert W. Pittman and Dick Parsons served as Co-Chief Operating Officers, and J. Michael Kelly became the chief financial officer.
According to AOL President and COO Bob Pittman, the slow-moving Time Warner would now take off at Internet speed, accelerated by AOL: "All you need to do is put a catalyst to , and in a short period, you can alter the growth rate. The growth rate will be like an Internet company." The vision for Time Warner's future seemed clear and straightforward; by tapping into AOL, Time Warner would reach deep into the homes of tens of millions of new customers. AOL would use Time Warner's high-speed cable lines to deliver to its subscribers Time Warner's branded magazines, books, music, and movies. This would have created 130 million subscription relationships.
However, the growth and profitability of the AOL division stalled due to advertising and loss of market share to the growth of high speed broadband providers. The value of the America Online division dropped significantly, not unlike the market valuation of similar independent internet companies that drastically fell, and forced a goodwill write-off, causing AOL Time Warner to report a loss of $99 billion in 2002 — at the time, the largest loss ever reported by a company. The total value of AOL stock subsequently went from $226 billion to about $20 billion.
An outburst by Vice-Chairman Ted Turner at a board meeting prompted Steve Case to contact each of the directors and push for CEO Gerald Levin's ouster. Although Case's coup attempt was rebuffed by Parsons and several other directors, Levin became frustrated with being unable to "regain the rhythm" at the combined company and handed in his resignation in the fall of 2001, effective in May 2002. Although Co-COO Bob Pittman was the strongest supporter of Levin and largely seen as the heir-apparent, Dick Parsons was instead chosen as CEO. Time Warner CFO J. Michael Kelly was demoted to COO of the AOL division, and replaced as CFO by Wayne Pace. AOL Chairman and CEO Barry Schuler was removed from his position and placed in charge of a new "content creation division", being replaced on an interim basis by Pittman, who was already serving as the sole COO after Parsons' promotion.
Many of the expected synergies between AOL and other Time Warner divisions never materialized, as most Time Warner divisions were considered independent fiefs that rarely cooperated prior to the merger. A new incentive program that granted options based on the performance of AOL Time Warner, replacing the cash bonuses for the results of their own division, caused resentment among Time Warner division heads who blamed the AOL division for failing to meet expectations and dragging down the combined company. AOL Time Warner COO Pittman, who expected to have the divisions working closely towards convergence instead found heavy resistance from many division executives, who also criticized Pittman for adhering to optimistic growth targets for AOL Time Warner that were never met. Some of the attacks on Pittman were reported to come from the print media in the Time, Inc. division under Don Logan. Furthermore, CEO Parsons' democratic style prevented Pittman from exercising authority over the "old-guard" division heads who resisted Pittman's synergy initiatives.
Pittman resigned as AOL Time Warner COO after July 4, 2002, being reportedly burned out by the AOL special assignment and almost hospitalized, unhappy about the criticism from Time Warner executives, and seeing nowhere to move up in firm as Parsons was firmly entrenched as CEO. Pittman's departure was seen as a great victory to Time Warner executives who wanted to undo the merger. In a sign of AOL's diminishing importance to the media conglomerate, Pittman's responsibilities were divided between two Time Warner veterans; Jeffrey Bewkes who was CEO of Home Box Office, and Don Logan who had been CEO of Time. Logan became chairman of the newly created media and communications group, overseeing America Online, Time, Time Warner Cable, the AOL Time Warner Book Group and the Interactive Video unit, relegating AOL to being just another division in the conglomerate. Bewkes became chairman of the entertainment and networks group, comprising HBO, Cinemax, New Line Cinema, The WB, TNT, Turner Networks, Warner Bros. and Warner Music Group. Both Logan and Bewkes, who had initially opposed the merger, were chosen because they were considered the most successful operational executives in the conglomerate and they would report to AOL Time Warner CEO Richard Parsons. Logan, generally admired at Time Warner and reviled by AOL for being a corporate timeserver who stressed incremental steady growth and not much of a risk taker, moved to purge AOL of several "Pittman panzers".
Return to Time Warner name
AOL Time Warner Chairman Steve Case took on added prominence as the co-head of a new strategy committee of the board, making speeches to divisions on synergism and the promise of the Internet. However, under pressure from institutional investor vice-president Gordon Crawford who lined up dissenters, Case stated in January 2003 that he would not stand for re-election as executive chairman in the upcoming annual meeting, making CEO Richard Parsons the chairman-elect. On October 22, 2003, the company dropped the "AOL" from its name, and spun off Time-Life's ownership under the legal name Direct Holdings Americas, Inc. On November 24, 2003, Time Warner announced they would sell the Warner Music Group, which hosted a variety of acts such as Madonna and Prince, to an investor group led by Edgar Bronfman Jr. and Thomas H. Lee Partners, in order to cut its debt down to US$20 million. Case resigned from the Time Warner board on October 31, 2005. Jeff Bewkes, who eventually became CEO of Time Warner in 2007, described the 2001 merger with AOL as 'the biggest mistake in corporate history'.In 2005, Time Warner was among 53 entities that contributed the maximum of $250,000 to the second inauguration of President George W. Bush. On December 27, 2007, newly installed Time Warner CEO Jeffrey Bewkes discussed possible plans to spin off Time Warner Cable and sell off AOL and Time Inc. This would leave a smaller company made up of Turner Broadcasting, Warner Bros. and HBO. On February 28, 2008, co-chairmen and co-CEOs of New Line Cinema Bob Shaye and Michael Lynne resigned from the 40-year-old movie studio in response to Jeffrey Bewkes's demand for cost-cutting measures at the studio, which he intended to dissolve into Warner Bros.
In 2009, Time Warner spun out its Time Warner Cable division, and later AOL, as independent companies; AOL was later purchased by Verizon in 2015.
In the first quarter of 2010, Time Warner purchased additional interests in HBO Latin America Group for $217 million, which resulted HBO owning 80% of the equity interests of HBO LAG. In 2010, HBO purchased the remainder of its partners' interests in HBO Europe for $136 million, net of cash acquired. In August 2010, Time Warner agreed to acquire Shed Media, a TV production company, for £100 million. Its distribution operation, Outright Distribution, was folded into Warner Bros. International Television Production. On August 26, 2010, Time Warner acquired Chilevisión. On August 25, 2010, Time Warner's Latin American division bought Chilean nationwide terrestrial television station Chilevisión from Chile's elected president Sebastián Piñera. WarnerMedia already operates in the country with CNN Chile.
In May 2011, Warner Bros. Home Entertainment Group acquired Flixster, a movie discovery application company. The acquisition also includes Rotten Tomatoes, a movie review aggregator.
In June 2012, Time Warner acquired Alloy Entertainment, a publisher and television studio whose works are aimed at teen girls and young women. On August 6, 2012, Time Warner acquired Bleacher Report, a sports news website. The property was placed under the control of the Turner Sports division.
On March 6, 2013, Time Warner intended to spin-off its publishing division Time Inc. as a separate, publicly traded company. The transaction was completed on June 6, 2014.
In January 2014, Time Warner, Related Companies, and Oxford Properties Group announced that the then Time Warner intended to relocate the company's corporate headquarters and its New York City-based employees to 30 Hudson Yards in the Hudson Yards neighborhood in Chelsea, Manhattan, and has accordingly made an initial financial commitment. Time Warner sold its stake in the Columbus Circle building for $1.3 billion to Related and two wealth funds. The move will be completed in 2019.
In June 2014, Rupert Murdoch made a bid for Time Warner at $85 per share in stock and cash which Time Warner's board of directors turned down in July. Time Warner's CNN unit would have been sold to ease antitrust issues of the purchase. On August 5, 2014, Murdoch withdrew his offer to purchase Time Warner.
AT&T era
On October 20, 2016, it was reported that AT&T was in talks to acquire Time Warner. The proposed deal would give AT&T significant holdings in the media industry. AT&T's competitor Comcast had previously acquired NBCUniversal in a similar bid to increase its media holdings, in concert with its ownership of television and internet providers. On October 22, 2016, AT&T reached a deal to buy Time Warner for $85.4 billion. If approved by federal regulators, the merger would bring Time Warner's properties under the same umbrella as AT&T's telecommunication holdings, including satellite provider DirecTV. The deal has faced criticism for the possibility that AT&T could use Time Warner content as leverage to discriminate against or limit access to the content by competing providers.On February 15, 2017, Time Warner shareholders approved the merger. On February 28, Federal Communications Commission chairman Ajit Pai refused to review the deal, leaving the review to the Department of Justice. On March 15, 2017, the merger was approved by the European Commission. On August 22, 2017, the merger was approved by the Mexican Comisión Federal de Competencia. On September 5, 2017, the merger was approved by the Chilean Fiscalía Nacional Económica.
In the wake of the presidency of U.S. President Donald Trump, Time Warner's ownership of CNN was considered a potential source of scrutiny for the deal, as Trump has repeatedly criticized the network for how it has covered his administration, and stated during his campaign that he planned to block the acquisition because of the potential impact of the resulting consolidation. Following his election, however, his transition team stated that the government planned to evaluate the deal without prejudice.
On November 8, 2017, reports of a meeting between AT&T CEO Randall L. Stephenson and Makan Delrahim, assistant Attorney General of the Department of Justice's Antitrust Division, indicated that AT&T had been recommended to divest DirecTV or Turner Broadcasting, seek alternative antitrust remedies, or abandon the acquisition. Some news outlets reported that AT&T had been ordered to specifically divest CNN, but these claims were denied by both Stephenson and a government official the following day, with the latter criticizing the reports as being an effort to politicize the deal. Stephenson also disputed the relevance of CNN to the antitrust concerns surrounding the acquisition, as AT&T does not already own a national news channel.
On November 20, 2017, the Department of Justice filed an antitrust lawsuit over the acquisition; Delrahim stated that the deal would "greatly harm American consumers". AT&T asserts that this suit is a "radical and inexplicable departure from decades of antitrust precedent". On December 22, 2017, the merger agreement deadline was extended to June 21, 2018, under a big vote of confidence.
On June 12, 2018, District Judge Richard J. Leon ruled in favor of AT&T, thus allowing the acquisition to go ahead with no conditions or remedies. Leon argued that the Department of Justice provided insufficient evidence that the proposed transaction would result in lessened competition. He also warned the government that attempting to obtain an appeal or stay on the ruling would be manifest unjust, as it would cause "certain irreparable harm to the defendants".
On June 14, 2018, AT&T announced that it had closed the acquisition deal on Time Warner. Jeff Bewkes stepped down as CEO of Time Warner while retaining ties with the company as senior advisor of AT&T. John Stankey, who headed the AT&T/Time Warner integration team, took over as CEO. It was also announced that the Time Warner brand would be dropped and its name changed to WarnerMedia.
On July 12, 2018, the Department of Justice filed a notice of appeal with the D.C. Circuit to reverse the District Court's approval. Although the Department of Justice reportedly contemplated requesting an injunction to stop the deal from closing after the District Court's ruling, the department ultimately did not file the motion because WarnerMedia's operation as a separate group from the rest of AT&T would make the business relatively easy to unwind should the appeal be successful. The next day, however, AT&T CEO Randall Stephenson told CNBC that the appeal would not affect its plans to integrate WarnerMedia into AT&T, or services already launched. In a brief filed by the Justice Department, it was argued that the decision to approve the acquisition ran "contrary to fundamental economic logic and the evidence."
On August 7, 2018, AT&T acquired the remaining controlling stake in Otter Media from the Chernin Group for an undisclosed amount. The company now operates as a division of WarnerMedia.
On August 29, 2018, Makan Delrahim told Recode that if the government were to win the appeal, AT&T would only sell Turner and if they also lost the appeal then the consent decree, currently set to expire in February 2019, will allow AT&T to do what they want with Turner. The appeal is expected to have zero impact on the integration. By September 2018, nine state Attorneys General sided with AT&T on the case.
On October 10, 2018, WarnerMedia announced that it would launch an over-the-top streaming service in late 2019, featuring content from its entertainment brands. On December 14, 2018, Kevin Reilly, president of TNT and TBS, was promoted to chief content officer of all WarnerMedia digital and subscription activities, including HBO Max, reporting to both Turner's president David Levy and WarnerMedia's CEO John Stankey. The U.S. Court of Appeals in Washington D.C. unanimously upheld the lower court's ruling in favor of AT&T on February 26, 2019, stating it did not believe the merger with Time Warner would have a negative impact on either consumers or competition.
On March 4, 2019, AT&T announced a major reorganization of its broadcasting assets to effectively dissolve Turner Broadcasting. Its assets were dispersed across multiple units of WarnerMedia, two of the new divisions, WarnerMedia Entertainment and WarnerMedia News & Sports. WarnerMedia Entertainment would consist of HBO, TBS, TNT, TruTV, and the direct-to-consumer video service HBO Max. WarnerMedia News & Sports would have CNN Worldwide, Turner Sports, and the AT&T SportsNet regional networks led by CNN president Jeff Zucker. Cartoon Network, Adult Swim, Boomerang, Turner Classic Movies, and Otter Media would be moved under Warner Bros. Gerhard Zeiler moved from being president of Turner International to chief revenue officer of WarnerMedia, and will oversee the consolidated advertising and affiliation sales. David Levy and HBO chief Richard Plepler stepped down as part of the reorganization, which was described by The Wall Street Journal as being intended to end "fiefdoms". Turner Podcast Network, formed within Turner Content Distribution in 2017, became WarnerMedia Podcast Network by May 2019.
In May 2019, Kevin Reilly signed a four-year extension of his contract with the company, which additionally made him president of TruTV, and chief content officer of direct-to-consumer for the new streaming service. On May 31, 2019, Otter Media was transferred from Warner Bros. to WarnerMedia Entertainment, and Otter's COO Andy Forssell became the executive vice president and general manager of the streaming service, while still reporting to Otter CEO Tony Goncalves — who would lead development. On July 9, 2019, it was announced that the new streaming service would be known as HBO Max, and was launched on May 27, 2020.
In September 2019, Stankey was promoted to AT&T president and chief operating officer. By April 1, 2020, former Hulu chief Jason Kilar took over as WarnerMedia CEO.