SEPARATION AND DISTRIBUTION AGREEMENT by and among AT&T INC., MAGALLANES, INC., and DISCOVERY, INC. Dated as of May 17, 2021Separation and Distribution Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of May 17, 2021, by and among AT&T INC., a Delaware corporation (“Remainco”), MAGALLANES, INC., a Delaware corporation (“Spinco”) and DISCOVERY, INC., a Delaware corporation (“RMT Partner”). Each of Remainco and Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
VOTING AGREEMENTVoting Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
This VOTING AGREEMENT, is made and entered into as of May 17, 2021 (this “Agreement”), by and among John C. Malone (“JCM”), each of the stockholders listed on the signature page hereto (each of JCM and each stockholder a “Stockholder” and together the “Stockholders”), Discovery, Inc., a Delaware corporation (“RMT Partner”), AT&T Inc., a Delaware corporation (“Remainco”), and Magallanes, Inc., a Delaware corporation (“Spinco”).
VOTING AGREEMENTVoting Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
This VOTING AGREEMENT, is made and entered into as of May 17, 2021 (this “Agreement”), by and among the stockholders listed on the signature pages hereto (the “Stockholder”), Discovery, Inc., a Delaware corporation (“RMT Partner”), AT&T Inc., a Delaware corporation (“Remainco”), and Magallanes, Inc., a Delaware corporation (“Spinco”).
TAX MATTERS AGREEMENT between AT&T Inc., on behalf of itself and the members of the Remainco Group and Magallanes, Inc., on behalf of itself and the members of the Spinco Group and Discovery, Inc. on behalf of itself and the members of the RMT Group...Tax Matters Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of May 17, 2021, by and among AT&T INC. (“Remainco”), a Delaware corporation, on behalf of itself and the members of the Remainco Group, MAGALLANES, INC. (“Spinco”), a Delaware corporation, on behalf of itself and the members of the Spinco Group, and DISCOVERY, INC. (“RMT Partner”), a Delaware corporation, on behalf of itself and the members of the RMT Group (Remainco, Spinco, and RMT Partner are sometimes collectively referred to herein as the “Parties” and, as the context requires, individually referred to herein as a “Party”).
EMPLOYEE MATTERS AGREEMENT BY AND AMONG AT&T INC., MAGALLANES, INC., AND DISCOVERY, INC. Dated as of May 17, 2021Employee Matters Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone)
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of May 17, 2021, by and among AT&T Inc., a Delaware corporation (“Remainco”), Magallanes, Inc., a Delaware corporation (“Spinco”), and Discovery, Inc., a Delaware corporation (“RMT Partner”). Each of Remainco, Spinco and RMT Partner is sometimes referred to herein as a “Party” and collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER among AT&T INC., MAGALLANES, INC., DISCOVERY, INC. and DRAKE SUBSIDIARY, INC. Dated as of May 17, 2021Merger Agreement • May 20th, 2021 • At&t Inc. • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 17, 2021, is entered into by and among AT&T INC., a Delaware corporation (“Remainco”), MAGALLANES, INC., a Delaware corporation and a wholly owned Subsidiary of Remainco (“Spinco”), DISCOVERY, INC., a Delaware corporation (“RMT Partner”), and DRAKE SUBSIDIARY, INC., a Delaware corporation and a wholly owned Subsidiary of RMT Partner (“Merger Sub” and, together with Remainco, Spinco and RMT Partner, the “Parties” and each, a “Party”).
