Investor Presentation June 9, 2025 Illustrative and for educational purposes only; for full description, see Offer to Purchase | | Illustrative and for educational purposes only; for full description, see Offer to Purchase | | --- | --- | | Executive summary | | | | • On June 9th, Warner Bros. Discovery, the "Company", announced a plan to separate its WBD Streaming & Studios business | | Background | ("WBD S&S") into a new publicly traded company | | | • To optimize the Company's capital structure ahead of ...

Core Insights - Topgolf Callaway Brands' stock experienced a surge following a significant share purchase by corporate director Adebayo Ogunlesi, who bought approximately $2.5 million worth of shares [1] - Ogunlesi's purchase is perceived as a vote of confidence in the company, especially given his notable background in the finance sector [1][2] - The stock has faced challenges, with a decline of 9% in 2025 and over 50% in the past year, indicating a negative return since the acquisition announcement in October 2020 [3] Company Background - Adebayo Ogunlesi is the founding partner and CEO of Global Infrastructure Partners, which was acquired by BlackRock in a $12 billion deal last year [2] - Following the acquisition, Ogunlesi joined BlackRock's board and also became a member of the OpenAI board in January [2] Stock Performance - Ogunlesi's recent purchase marks his first acquisition of Topgolf Callaway stock since June 2023, during which shares have dropped about 60% [3] - The overall performance of Topgolf Callaway's stock has been negative since the announcement of its acquisition by Callaway [3]

Core Points - Warner Bros. Discovery is splitting into two separate public companies: Streaming & Studios and Global Networks [2][4] - The split is expected to be completed by 2026, following the merger that occurred in 2022 [4] - Streaming & Studios will include HBO Max, Warner Bros. movies, gaming, and DC, while Global Networks will encompass Discovery Plus, CNN, Bleacher Report, and TNT Sports [3] Company Structure - Streaming & Studios will focus on streaming services and studio operations, including the newly renamed HBO Max [3] - Global Networks will manage traditional media assets and networks, including CNN and Discovery Plus [3] Consumer Impact - It remains unclear how the split will affect existing subscribers, particularly regarding content access and potential pricing changes [4][5] - Current services are not expected to undergo major changes immediately, with a focus on shareholder value and new ventures [5]

Core Viewpoint - Warner Bros. Discovery is splitting into two companies, potentially signaling a shift away from U.S. sports involvement [2][3][4] Group 1: Company Structure - The split will create two entities: Streaming and Studios, which includes Warner Bros. Television, Warner Bros. Motion Picture Group, DC Studios, HBO, and HBO Max; and Global Networks, which will encompass legacy cable networks, TNT Sports, digital products, and free-to-air channels in Europe [2][3] - David Zaslav will lead Streaming and Studios, while Gunnar Wiedenfels will head Global Networks [3] Group 2: Sports Rights Management - The future of TNT Sports rights is uncertain as they will be managed by Global Networks, which will evaluate licensing options for TNT Sports programming [4][5] - Zaslav indicated that U.S. sports have not significantly driven HBO Max signups, suggesting a potential separation of TNT Sports from the streaming service in the future [4][5] - Wiedenfels mentioned that the management team will determine the best monetization strategy for streaming and digital rights over time, with options including licensing deals with other media companies [5][6] Group 3: Potential Consolidation and Tax Implications - Wiedenfels may consider consolidating TNT Sports with another entity, such as the upcoming Comcast spinout, Versant, which is interested in acquiring sports rights [6][7] - The split is noted to be tax-free, but Wiedenfels highlighted that transactions could commence immediately after the separation, expected by mid-2026 [7]

Group 1 - Warner Bros. Discovery (WBD) will split into two companies, separating its studios and streaming business from its cable TV networks to enhance competitiveness in the streaming market [1][5] - CEO David Zaslav will lead the streaming and studios business post-split, while CFO Gunnar Wiedenfels will oversee the global networks unit, aiming for sharper focus and strategic flexibility [2] - The split is structured as a tax-free transaction expected to be completed by mid-2026, with WBD shares rising by 8% during morning trading [5] Group 2 - The corporate split follows the 2022 merger of WarnerMedia and Discovery and aligns WBD with Comcast's strategy of spinning off cable TV networks [5][6] - WBD has initiated tender offers to restructure its existing debt, supported by a $17.5 billion bridge facility from JPMorgan, with plans to refinance before the separation [9] - The global networks division will retain up to a 20% stake in the streaming and studios business, which it intends to monetize to further reduce debt [9]

Group 1 - Netcapital Inc. announced the acquisition of Mixie by its portfolio company Zelgor, which focuses on Web3 gaming and decentralized community engagement [1] - Mixie offers an AI-powered no-code game engine, a media network with over 100 million monthly impressions, and an accelerator model for early-stage crypto projects [2] - Zelgor aims to leverage Mixie's technology and media reach to enhance its capabilities in both Web2 and Web3 environments [3] Group 2 - Zelgor is an interactive entertainment company known for its media franchise "Noobs," featuring a unique universe of aliens [3] - Notable investors in Zelgor include Tim Draper and Kai Huang, with team members having experience in successful games like The Sims and Bioshock Infinite [3] - Netcapital Inc. operates a scalable technology platform for private companies to raise capital online and offers private equity investment opportunities [4]

As cable television continues to experience stagnation, with the trend of cord-cutting growing stronger each year, Warner Bros. Discovery (WBD) is adapting to the evolving media landscape by separating its streaming and cable operations. This landmark decision aims to maximize the potential of both businesses, according to WBD. The company announced Monday its plan to split into two publicly traded entities: The Streaming & Studios division, which will include Warner Bros. Television, Motion Picture Group, ...

Warner Bros. Discovery (WBD) Update / Briefing June 09, 2025 08:30 AM ET Speaker0 Ladies and gentlemen, welcome to the Warner Bros. Discovery Investor Call. At this time, all participants are in a listen only mode. After the speakers' presentation, there will be a question and answer session. Additionally, please be advised that today's conference call is being recorded. I would now like to hand the conference over to Mr. Andrew Slabin, Executive Vice President, Global Investor Strategy. Sir, you may begin. ...

Core Viewpoint - Warner Bros. Discovery is splitting into two separate companies to better adapt to the changing media landscape, with one focusing on streaming and Hollywood blockbusters, and the other on cable TV and global networks [1][2][3] Group 1: Company Structure and Strategy - The new company, tentatively named Global Networks, will include cable channels like CNN, TBS, TNT, and the Discovery+ streaming service, along with sports content such as Bleacher Report [1][2] - The Streaming & Studios division will encompass HBO Max, Warner Bros. movie studios, and its television production arm [2] - This restructuring aims to empower each division to focus on its strengths and enhance strategic flexibility in a competitive market [3][15] Group 2: Market Context and Financial Performance - Traditional cable TV is experiencing a significant decline in viewership as consumers shift to streaming platforms like Netflix and Disney+ [4] - Warner Bros. Discovery's cable network revenue fell by 6% in the first three months of 2025 compared to the same period last year, although it still generated more revenue than other segments [8] - The company is facing pressure as its stock has dropped nearly 60% since its formation, and 59% of shareholders recently opposed a substantial pay package for the CEO [11][12] Group 3: Debt and Financial Management - Warner Bros. Discovery carries approximately $34 billion in debt, much of which was incurred during the merger, with a significant portion remaining with Global Networks [13] - To facilitate the split, the company secured a $17.5 billion short-term loan from JPMorgan Chase, which will be repaid through new debt issued by the two new companies [14]

Core Viewpoint - Warner Bros Discovery plans to split into two public companies by next year, separating its cable operations from its streaming service [1][4]. Group 1: Company Structure - The new Streaming & Studios company will encompass Warner Bros Television, Warner Bros Motion Picture Group, DC Studios, HBO, HBO Max, and their respective film and television libraries [1]. - The Global Networks company will include CNN, TNT Sports in the US, Discovery, major free-to-air channels in Europe, and digital products like Discovery+ and Bleacher Report [2]. Group 2: Leadership and Market Reaction - Shares of Warner Bros Discovery increased by over 9% before the market opened following the announcement [3]. - David Zaslav, the current CEO, will lead the Streaming & Studios division, while Gunnar Wiedenfels will head the Global Networks division, both retaining their roles until the separation is finalized [3]. Group 3: Strategic Intent - The split aims to provide both companies with sharper focus and strategic flexibility to compete effectively in the evolving media landscape, as stated by CEO David Zaslav [4]. - The separation is anticipated to be completed by mid-next year, pending final approval from the Warner Bros Discovery board [4].