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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/10/22 Magallanes, Inc. 10-12G 6:5.7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-12G Registration Statement HTML 32K 2: EX-2.1.3 Plan of Acquisition, Reorganization, Arrangement, HTML 36K Liquidation or Succession 3: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 8K 4: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 39K 5: EX-21.1 Subsidiaries List HTML 4K 6: EX-99.1 Miscellaneous Exhibit HTML 3.89M
10-12G |
As filed with the Securities and Exchange Commission on February 10, 2022.
File No. 001-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10
General Form for Registration of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
Magallanes, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 87-0943087 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) | |
One AT&T Plaza 208 South Akard Street Dallas, Texas |
75202 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(210) 821-4105 (Registrant’s telephone number, including area code) |
Securities to be Registered Pursuant to Section 12(b) of the Act:
None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Title of Each Class to be so Registered
Common Stock, par value $0.01 per share
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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. (Check one):
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||
Non-Accelerated Filer | ☒ | Smaller Reporting Company | ☐ | |||
Emerging Growth Company | ☐ |
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 standards provided pursuant to Section 13(a) of the Exchange Act: ☐
MAGALLANES, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN ITEMS OF FORM 10
AND THE ATTACHED INFORMATION STATEMENT.
This Registration Statement on Form 10 of Magallanes, Inc., a Delaware corporation (the “Registrant” or “Spinco”), incorporates by reference information contained in (a) the information statement of Spinco filed as Exhibit 99.1 hereto (the “Information Statement”), (b) the Annual Report on Form 10-K of Discovery, Inc. (“Discovery”) for the fiscal year ended December 31, 2020 filed as Exhibit 99.2 hereto (the “Discovery Form 10-K”), (c) the Quarterly Report on Form 10-Q of Discovery for the quarterly period ended September 30, 2021 filed as Exhibit 99.3 hereto (the “Discovery Form 10-Q”) and (d) the definitive proxy statement on Schedule 14A of Discovery for its 2021 annual meeting of stockholders filed as Exhibit 99.4 hereto (the “Discovery Proxy Statement”), which includes the information referenced in Part III of the Form 10-K filed as Exhibit 99.2 hereto. None of the information contained in the Information Statement, the Discovery Form 10-K, the Discovery Form 10-Q or the Discovery Proxy Statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. Business
The information required by this item is contained under the sections “Summary—Parties to the Transactions,” “Information about Discovery,” “Information about the WarnerMedia Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the WarnerMedia Business” of the Information Statement, Part I—Item 1 of the Discovery Form 10-K, Part II—Item 7 of the Discovery Form 10-K, and Part I—Item 2 of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
Item 1A. Risk Factors
The information required by this item is contained under the section “Risk Factors” of the Information Statement, Part I—Item 1A of the Discovery Form 10-K and Part II—Item 1A of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
Item 2. Financial Information
The information required by this item is contained under the sections “Summary Historical Consolidated Financial Information of Discovery,” “Summary Historical Combined Financial Information of the WarnerMedia Business,” “Summary Unaudited Pro Forma Condensed Combined Financial Information of Discovery and the WarnerMedia Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the WarnerMedia Business,” “Unaudited Pro Forma Condensed Combined Financial Statements of Discovery and the WarnerMedia Business” and “Debt Financing” of the Information Statement, Part II—Items 7 and 7A of the Discovery Form 10-K and Part I—Items 2 and 3 of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
Item 3. Properties
The information required by this item is contained under the section “Information about the WarnerMedia Business” of the Information Statement and Part I—Item 2 of the Discovery Form 10-K. Those sections are incorporated herein by reference.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is contained under the sections “Certain Beneficial Owners of Discovery Capital Stock” and “Certain Beneficial Owners of WBD Common Stock” of the Information Statement. Those sections are incorporated herein by reference.
Item 5. Directors and Executive Officers
The information required by this item is contained under the sections “Summary—Board of Directors and Management of WBD Following the Transactions” and “The Transactions—Board of Directors and Management of WBD Following the Transactions” of the Information Statement and the “Election of Directors—Directors with Terms Extending Beyond the 2021 Annual Meeting” section of the Discovery Proxy Statement. Those sections are incorporated herein by reference.
Item 6. Executive Compensation
The information required by this item is contained under the section “The Transactions—Interests of Discovery’s Directors and Executive Officers in the Transactions” of the Information Statement and under the sections “Corporate Governance” and “Executive Compensation” of the Discovery Proxy Statement. Those sections are incorporated herein by reference.
Item 7. Certain Relationships and Related Transactions
The information required by this item is contained under the sections “Certain Relationships and Related Party Transactions” and “The Transactions—Interests of Discovery’s Directors and Executive Officers in the Transactions” of the Information Statement and the sections “Corporate Governance—Transactions with Related Persons” and “Corporate Governance—Director Independence” of the Discovery Proxy Statement. Those sections are incorporated herein by reference.
Item 8. Legal Proceedings
The information required by this item is contained under the sections “Information about the WarnerMedia Business—Legal Proceedings,” “Summary—Litigation Related to the Transactions” and “The Transactions—Litigation Related to the Transactions” of the Information Statement, Part I—Item 3 of the Discovery Form 10-K and Part II—Item 1 of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
The information required by this item is contained under the sections “Summary Historical and Pro Forma Financial Information—Summary Historical Market Price” and “Description of Capital Stock of Discovery and WBD,” “Comparison of Stockholders’ Rights” of the Information Statement, and Part II—Item 5 of the Discovery Form 10-K and the section “Securities Authorized for Issuance Under Equity Compensation Plans” of the Discovery Proxy Statement. Those sections are incorporated herein by reference.
Item 10. Recent Sales of Unregistered Securities
On May 14, 2021 Spinco issued 1,000 shares of its common stock to AT&T Inc. pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Spinco did not register the issuance of the issued shares under the Securities Act because such issuance did not constitute a public offering.
Item 11. Description of Registrant’s Securities to be Registered
The information required by this item is contained under the sections “Description of Capital Stock of Discovery and WBD,” “Description of Capital Stock of Spinco” and “Comparison of Stockholders’ Rights” of the Information Statement. Those sections are incorporated herein by reference.
Item 12. Indemnification of Directors and Officers
The information required by this item is contained under the sections “Description of Capital Stock of Discovery and WBD—Limitation of Liability and Indemnification of Officers and Directors” of the Information Statement. That section is incorporated herein by reference.
Item 13. Financial Statements and Supplementary Data
The information required by this item is contained under the section “Index to Combined Financial Statements of the WarnerMedia Business” and the financial statements referenced therein beginning on page F-1 of the Information Statement, Part II—Item 8 of the Discovery Form 10-K and Part I—Item 1 of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 15. Financial Statements and Exhibits
(a) Financial Statements and Exhibits.
The information required by this item is contained under the section “Index to Combined Financial Statements of the WarnerMedia Business” and the financial statements referenced therein beginning on page F-1 of the Information Statement, Part II—Item 8 of the Discovery Form 10-K and Part I—Item 1 of the Discovery Form 10-Q. Those sections are incorporated herein by reference.
(b) Exhibits.
The following documents are filed as exhibits hereto:
* |
† | 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. Magallanes, Inc. 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 Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
MAGALLANES, INC. | ||
By: |
/s/ Debra L. Dial | |
Name: |
Debra L. Dial | |
Title: |
Senior Vice President, Controller and Chief Accounting Officer |
Dated: February 10, 2022
This ‘10-12G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 2/10/22 | RW | ||
9/30/21 | ||||
5/14/21 | ||||
12/31/20 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/23/22 WarnerMedia Holdings, Inc. 10-12G/A 2:5.4M Donnelley … Solutions/FA 3/15/22 WarnerMedia Holdings, Inc. 10-12G/A 4:6.1M Donnelley … Solutions/FA |