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 • Discovery, Inc. • Cable & other pay television services • 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.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • New York
This EMPLOYMENT AGREEMENT is made as of this 16th day of May, 2021 (this “Agreement”), by and between Discovery, Inc., a Delaware corporation with its principal place of business at 230 South Park Avenue, New York, NY 10003 (the “Company”) and David Zaslav (the “Executive”), (collectively, the “Parties”), and amends and restates the prior Employment Agreement between the Parties dated January 2, 2014 as previously amended and restated as of July 16, 2018 (the “Prior Agreement”).
VOTING AGREEMENTVoting Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • 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 • Discovery, Inc. • Cable & other pay television services • 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 • Discovery, Inc. • Cable & other pay television services • 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 • Discovery, Inc. • Cable & other pay television services
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 • Discovery, Inc. • Cable & other pay television services • 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”).
CONSENT AGREEMENTConsent Agreement • May 20th, 2021 • Discovery, Inc. • Cable & other pay television services • Delaware
This CONSENT AGREEMENT is entered into as of May 17, 2021 (this “Agreement”), by and among Advance/Newhouse Programming Partnership, a New York partnership (“ANPP”), Advance/Newhouse Partnership, a New York partnership (“ANP, and together with ANPP, collectively, the “Stockholders”), and Discovery, Inc., a Delaware corporation (the “Company” and, together with the Stockholders, the “parties”).
