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id: 308
S.D. New York
On February 10, 2022, the Joint Proxy Statement/Prospectus was filed with the SEC related to the merger between Discovery and the WarnerMedia division of AT&T, Inc.

But some important information was not disclosed to Discovery shareholders in the Registration Statement or Prospectus or at any time before the vote on the Merger or the effective date of the Merger.

The following information was acknowledged after the Merger:
  • WarnerMedia’s HBO Max streaming business had a high churn rate that made the business not “viable” unless the churn rate was reversed
  • AT&T was overinvesting in WarnerMedia entertainment content for streaming, without sufficient concern for return on investments.
  • WarnerMedia had a business model to grow the number of subscribers to its streaming service without regard to cost or profitability.
  • WarnerMedia was improvidently concentrating its investments in streaming and ignoring its other business lines.
  • WarnerMedia had overstated the number of subscribers to HBO Max by as many as 10 million subscribers, including as subscribers AT&T customers who had received bundled access to HBO Max but had not signed onto the service.
From February 10, 2022, to the current moment, WBD’s stock price over 60% as the market became aware of the foregoing misrepresented and omitted facts.
Case Status
Attorney Investigation
Alleged Offence
Misleading Statements
Financial Misrepresentation
Failure to Disclose
Breach of Fiduciary duty
Suspected Party
Security Type
Trade Direction
Shock Event Date
10 February 2022
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