Kirkland Advises Warner Bros. Discovery on Separation into Two Publicly Traded Companies

Kirkland is advising Warner Bros. Discovery (NASDAQ: WBD) on plans to separate the company, in a tax-free transaction, into two publicly traded companies. The Streaming & Studios company will consist of Warner Bros. Television, Warner Bros. Motion Pictures Group, DC Studios, HBO and HBO Max, as well as their legendary film and television libraries. Global Networks will include premier entertainment, sports and news television brands around the world including CNN, TNT Sports in the U.S., and Discovery, top free-to-air channels across Europe, and digital products such as the profitable Discovery+ streaming service and Bleacher Report (B/R). 

Each company will have well-capitalized structures to support their businesses. In a separate press release, Warner Bros. Discovery announced the commencement of tender offers and related consent solicitations across its existing capital structure to optimize its debt portfolio, which will be funded by a committed bridge facility of $17.5 billion. The bridge facility is expected to be refinanced prior to the separation. Both companies will have a clear path to de-leveraging with significant cash flow and strong liquidity through cash and revolver availability. In addition, Global Networks will hold up to a 20% retained stake in Streaming & Studios that it will plan to monetize in a tax-efficient manner to enhance the de-leveraging of its balance sheet.

The separation was announced June 9, 2025 and is expected to be completed by mid-2026, subject to closing conditions, including final approval by the Warner Bros. Discovery Board, receipt of tax opinions and/or a private letter ruling from the Internal Revenue Service with respect to the tax-free nature of the transaction for U.S. federal income tax purposes and market conditions.

Read the transaction press release

A multidisciplinary team of Kirkland lawyers across key practice groups is advising Warner Bros. Discovery on the transactions.

• The separation of Warner Bros. Discovery into two leading media companies is led by corporate lawyers Daniel Wolf, Ed Lee and Allie Wein; capital markets lawyers Rachel Sheridan, Shagufa Hossain and Asher Qazi; debt finance lawyers Austin Witt and Dave Nemecek; tax lawyers Dean Shulman, Sehj Vather and Jake Jung; and technology and IP transactions lawyers Seth Traxler and Shellie Freedman.
• The design of the capital structuring transactions and $17.5 billion committed bridge facility to optimize the Warner Bros. Discovery debt portfolio are led by debt finance lawyers Austin Witt, Dave Nemecek, Rachael Lichman and Melissa Hutson; capital markets lawyers Rachel Sheridan, Shagufa Hossain and Asher Qazi; corporate lawyers Daniel Wolf, Ed Lee and Allie Wein; and tax lawyers Dean Shulman, Sehj Vather and Jake Jung.
• The tender offers and related consent solicitations across the existing Warner Bros. Discovery capital structure are led by capital markets lawyers Rachel Sheridan, Shagufa Hossain and Asher Qazi; debt finance lawyers Austin Witt, Dave Nemecek, Rachael Lichman and Melissa Hutson; corporate lawyers Daniel Wolf, Ed Lee and Allie Wein; and tax lawyers Dean Shulman, Sehj Vather and Jake Jung.