Discovery, Inc. (Form: POS EX, Received: 03/28/2022 17:17:52)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on March 28, 2022

Registration No. 333-261188

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DISCOVERY, INC.

(Exact name of registrant as specified in its charter)


Delaware	4841	35-2333914
(State of Incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

230 Park Avenue South

New York, New York 10003

(212) 548-5555

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Savalle Sims, Esq.

Executive Vice President and General Counsel

Discovery, Inc.

230 Park Avenue South

New York, New York 10003

(212) 548-5555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Matthew E. Kaplan, Esq.
Jonathan E. Levitsky, Esq.

Sue Meng, Esq.

Jeffrey J. Rosen, Esq.
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000

Stacey S. Maris, Esq.

Senior Vice President,

Deputy General Counsel and Secretary

AT&T Inc.

One AT&T Plaza

208 South Akard Street

Dallas, Texas 75202

(210) 821-4105

Eric M. Krautheimer, Esq.

Patrick S. Brown, Esq.

Melissa Sawyer, Esq.

Sullivan & Cromwell LLP
125 Broad St.

New York, New York 10004

(212) 558-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after all conditions to the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021, described in the information statement/prospectus that forms a part of this Registration Statement have been satisfied or waived.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-261188

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-4 amends the Registration Statement on Form S-4 of Discovery, Inc. (Registration No. 333-261188), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on February 10, 2022. This Post-Effective Amendment No. 1 is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended, to (1) add Exhibit 3.6, Exhibit 4.1 and Exhibits 99.5, 99.6, 99.7, 99.8, 99.9, 99.10 and 99.11 hereto to the Registration Statement, (2) amend Exhibit 21.1: Subsidiaries of Discovery, Inc. with an updated version of Exhibit 21.1, (3) amend Exhibit 23.3: Consent of PricewaterhouseCoopers LLP in respect of Discovery, Inc.’s financial statements, previously filed with the Registration Statement, with an updated version of Exhibit 23.3, (4) amend Exhibit 23.4: Consent of Ernst & Young LLP in respect of the WarnerMedia Business’s financial statements, previously filed with the Registration Statement, with an updated version of Exhibit 23.4 and (5) update Item 21 of Part II of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the addition and replacement of such exhibits.

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of May 17, 2021, by and among AT&T Inc., Magallanes, Inc., Discovery, Inc. and Drake Subsidiary, Inc. (attached as Annex A to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).†*

2.1.1		Letter Agreement, dated as of July 1, 2021, by and between AT&T Inc. and Discovery, Inc. (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q of Discovery, Inc. for the quarterly period ended September 30, 2021).

2.1.2		Letter Agreement, dated as of July 7, 2021, by and between AT&T Inc. and Discovery, Inc. (incorporated by reference to Exhibit 2.2 to the Quarterly Report on Form 10-Q of Discovery, Inc. for the quarterly period ended September 30, 2021).

2.1.3		Amendment No. 1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among AT&T Inc., Magallanes, Inc., Discovery, Inc. and Drake Subsidiary, Inc.*

2.2		Separation and Distribution Agreement, dated as of May 17, 2021, by and among AT&T Inc., Magallanes, Inc. and Discovery, Inc. (attached as Annex B to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).†*

2.3		Voting Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc., John C. Malone, John C. Malone 1995 Revocable Trust, Malone Discovery 2021 Charitable Remainder Unitrust and Malone CHUB 2017 Charitable Remainder Unitrust (attached as Annex C to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).*

2.4		Voting Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc., Advance/Newhouse Programming Partnership and Advance/Newhouse Partnership (attached as Annex D to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).*

2.5		Consent Agreement, dated as of May 17, 2021, by and among Discovery, Inc., Advance/ Newhouse Programming Partnership and Advance/Newhouse Partnership (attached as Annex E to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).*

3.1		Restated Certificate of Incorporation of Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Discovery, Inc. for the year ended December 31, 2020).

3.2		Certificate of Designation of Series A-1 Convertible Participating Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Discovery, Inc. filed on August 7, 2017).

3.3		Certificate of Designation of Series C-1 Convertible Participating Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Discovery, Inc. filed on August 7, 2017).

3.4		Form of Second Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. (attached as Annex F to the proxy statement/prospectus which forms part of the Registration Statement on Form S-4).*


Exhibit No.		Description

3.5		Amended and Restated Bylaws of Discovery, Inc., effective as of November 10, 2020 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Discovery, Inc. filed on November 13, 2020).

3.6		Form of Amended and Restated Bylaws of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Discovery, Inc. filed on March 7, 2022).

4.1		Form of Series A Common Stock Certificate of Warner Bros. Discovery, Inc.**

5.1		Opinion and Consent of Debevoise & Plimpton LLP.*

8.1		Opinion of Sullivan & Cromwell LLP as to certain tax matters.*

10.1		Employee Matters Agreement, dated as of May 17, 2021, by and among AT&T Inc., Magallanes, Inc. and Discovery, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Discovery, Inc. filed on May 20, 2021).

10.2		Tax Matters Agreement, dated as of May 17, 2021, by and among AT&T Inc., Magallanes, Inc. and Discovery, Inc. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Discovery, Inc. filed on May 20, 2021).

21.1		Subsidiaries of Discovery, Inc. (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K of Discovery, Inc. for the year ended December 31, 2021).

23.1		Consent of Debevoise & Plimpton LLP (contained in opinion filed as Exhibit 5.1).*

23.2		Consent of Sullivan & Cromwell LLP (contained in opinion filed as Exhibit 8.1).*

23.3		Consent of PricewaterhouseCoopers LLP in respect of Discovery, Inc.’s financial statements.**

23.4		Consent of Ernst & Young LLP in respect of the WarnerMedia Business’s financial statements.**

24.1		Power of Attorney (contained on signature pages to the Registration Statement on Form S-4 filed on November 18, 2021).*

99.1		Consent of Allen & Company LLC.*

99.2		Consent of J.P. Morgan Securities LLC.*

99.3		Consent of Steven O. Newhouse with respect to the Registration Statement on Form S-4.*

99.4		Form of Discovery, Inc. Proxy Card.*

99.5		Consent of Li Haslett Chen with respect to the Registration Statement on Form S-4.**

99.6		Consent of Samuel A. Di Piazza, Jr. with respect to the Registration Statement on Form S-4.**

99.7		Consent of Richard W. Fisher with respect to the Registration Statement on Form S-4.**

99.8		Consent of Debra L. Lee with respect to the Registration Statement on Form S-4.**

99.9		Consent of Fazal Merchant with respect to the Registration Statement on Form S-4.**


Exhibit No.		Description

99.10		Consent of Paula A. Price with respect to the Registration Statement on Form S-4.**

99.11		Consent of Geoffrey Y. Yang with respect to the Registration Statement on Form S-4.**

107		Filing Fee Tables.*

*	Filed previously.

**	Filed herewith.

†

Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and similar attachments to the Merger Agreement and the Separation Agreement have been omitted. Discovery hereby agrees to furnish supplementally a copy of any omitted schedule or similar attachment to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on March 28, 2022.


DISCOVERY, INC.

By:		/s/ David M. Zaslav
Name:		David M. Zaslav
Title:		President and Chief Executive Officer

Pursuant to the requirement of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ David M. Zaslav	President and Chief Executive Officer, and Director	March 28, 2022
David M. Zaslav	(Principal Executive Officer)

/s/ Gunnar Wiedenfels	Chief Financial Officer (Principal Financial Officer)	March 28, 2022
Gunnar Wiedenfels

/s/ Lori C. Locke	Executive Vice President and Chief Accounting Officer	March 28, 2022
Lori C. Locke	(Principal Accounting Officer)

*	Director	March 28, 2022
Robert R. Beck

*	Director	March 28, 2022
Robert R. Bennett

*	Director	March 28, 2022
Paul A. Gould

*	Director	March 28, 2022
Robert L. Johnson

*	Director	March 28, 2022
Kenneth W. Lowe

*	Director	March 28, 2022
John C. Malone

*	Director	March 28, 2022
Robert J. Miron

*	Director	March 28, 2022
Steven A. Miron


Signature	Title	Date

*	Director	March 28, 2022
Daniel E. Sanchez

*	Director	March 28, 2022
Susan M. Swain

*	Director	March 28, 2022
J. David Wargo


*By:		/s/ David M. Zaslav
		David M. Zaslav
		(as attorney-in-fact)

Exhibit 4.1

LOGO

CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Warner Bros. Discovery, Inc. Insurance Value 1,000,000.00 Number of Shares 123456 DTC 12345678 123456789012345 PO BOX 43004, Providence, RI 02940-3004 Certificate Numbers Num/No. Denom. Total MR A SAMPLE 1234567890/1234567890 1 1 1 DESIGNATION (IF ANY) 1234567890/1234567890 2 2 2 ADD 1 ADD 2 1234567890/1234567890 3 3 3 1234567890/1234567890 4 4 4 ADD 3 ADD 4 1234567890/1234567890 5 5 5 1234567890/1234567890 6 6 6 Total Transaction 7 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# SERIES A COMMON STOCK SERIES A COMMON STOCK PAR VALUE $0.01 Certificate Shares Number * * 000000 * * * 000000 ZQ00000000 **** 000000 WARNER BROS. DISCOVERY, INC. ***** 000000 ****** 000000 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample SEE REVERSE FOR CERTAIN DEFINITIONS **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David THIS CERTIFIES THAT Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr MR . Alexander.David SAMPLE Sample **** Mr. Alexander David &Sample MRS **** Mr. Alexander . SAMPLE David Sample **** Mr. Alexander & David Sample **** Mr. CUSIP 934423 10 4 Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander MR David Sample . SAMPLE **** Mr. Alexander David Sample **** &Mr . Alexander MRS David Sample . SAMPLE **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Sample **** Mr. Sample is the owner of **000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares*** *000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares**** 000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0 THIS CERTIFICATE IS TRANSFERABLE IN 00000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00 ***ZERO HUNDRED THOUSAND 0000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000 CITIES DESIGNATED BY THE TRANSFER 000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****0000 AGENT, AVAILABLE ONLINE AT 00**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****00000 0**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000 ZERO HUNDRED AND ZERO*** www.computershare.com **Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000* *Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000** Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**Shares****000000**S FULLY-PAID AND NON-ASSESSABLE SHARES OF THE SERIES A COMMON STOCK OF THE PAR VALUE OF $0.01 EACH, OF Warner Bros. Discovery, Inc. transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED DD-MMM-YYYY S. DIS RO C COUNTERSIGNED AND REGISTERED: PO O B OR RA V COMPUTERSHARE TRUST COMPANY, N.A. President and Chief Executive Officer C TE E E R R TRANSFER AGENT AND REGISTRAR, N Y , R N I A W . C April 28, 2008 DEL RE AWA Corporate Secretary By AUTHORIZED SIGNATURE

LOGO

. WARNER BROS. DISCOVERY, INC. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM—as tenants in common UNIF GIFT MIN ACT- . . . . . . . . . . Custodian . . . . . . . . . . . . . . . (Cust) (Minor) TEN ENT —as tenants by the entireties under Uniform Gifts to Minors Act . . . . . . . . . . . . . (State) JT TEN —as joint tenants with right of survivorship UNIF^TRF MIN ACT . . . . . . . . . . . . . . . Custodian (until age. . . ). . . . . . . . . . . and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act. . . . . . . . . . (State) Additional abbreviations may also be used though not in the above list.

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received, hereby sell, assign and transfer unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
Shares of the Series A Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated:
20
Signature:
Signature:
Notice: The signature to this assignment must correspond with the name
as written upon the face of the certificate, in every particular,
without alteration or enlargement, or any change whatever.
Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The IRS requires that the named transfer agent (“we”) report the cost basis of certain shares or units acquired after January 1, 2011. If your shares or units are covered by the legislation, and you requested to sell or transfer the shares or units using a specific cost basis calculation method, then we have processed as you requested. If you did not specify a cost basis calculation method, then we have defaulted to the first in, first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. If you do not keep in contact with the issuer or do not have any activity in your account for the time period specified by state law, your property may become subject to state unclaimed property laws and transferred to the appropriate state.

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Discovery, Inc. of our report dated February 24, 2022 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Discovery, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in the Prospectus dated March 28, 2022 of such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Washington, District of Columbia

March 28, 2022

Exhibit 23.4

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 4, 2022, with respect to the WarnerMedia Business, included in the information statement/prospectus of Discovery, Inc., which is referred to and made a part of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 for the registration of its common stock.

/s/ Ernst & Young LLP

Dallas, Texas

March 28, 2022

Exhibit 99.5